Of Sorrow and Mistaken Lies
by N. Noir
Summary: What is a girl to do when the world's fate rests in her hands? And if to save it, she has to destroy everything she holds dear? Ben is not the only one who has to make difficult desicions. BxG. Complete!
1. Not So Perfect Day

Summary: After the events of Race Against Time, Gwen is faced with a much harder decision than her cousin when he was possesed by Eon. Will she be able to destroy all the things she holds dear to save the world? Ben is not the only one who has to sacrifice himself this time, it seems.

Disclaimer: Do I look like I own this? Seriously.

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_Of Sorrow and __Mistaken Lies..._

It was such a beautiful day, nobody thought disaster was right around the corner. It was such a perfect day, everybody thought everything was okay. Such fools they were. Such a fool she was.

Gwen couldn't help but smile as she stepped out of the old, rusty RV she knew all too well. It was a sunny day, the sun shining brightly on the sky, surrounded by fluffy clouds and a sea of endless blue. Blinking, she stared at her surroundings. A forest. Grandpa Max had wanted to go camping. _Again._ Well, she couldn't argue. She liked to be surrounded by nature as much as him, and the fresh scent of the forest made her inhale deeply, and then sigh, relaxed.

"Move out of the way, Dweeb! You're blocking the sun." She heard a loud, annoying voice behind her say. _Oh, finally. The doofus is awake._ He pushed her with his shoulder out of the way, and she stumbled a little, but caught herself in time.

"Hey! Watch where you're-" She stopped in mid sentence, a strange feeling invading her body. A feeling of… Rage? She felt like exploding. She had never been this mad before. And the scary part of it all? She wanted to kill Ben. What? The small contact between them had triggered a murderous intent in her she found terrifying. Then, something in her head snapped.

_Kill… Him…_

It was a low, masculine voice. She snapped her head around, looking for the source, but found nothing. Just the peaceful forest, and a dumbstruck Ben looking back at her with wide eyes. He had seen her face contort in pure rage, and her eyes flash a dangerous violet. Her powers? But that had never happened before.

She then blinked, and shook her head. _What the hell was that?_ She couldn't help but wonder; the feeling of rage dissapearing, leaving her empty.

"Uh… You okay Gwen?" His voice snapped her out of her trance, and she looked back at him. He looked… Confused. Maybe scared.

"Yeah. Why?" She raised an eyebrow and just gave him a weird look. What had gotten into him? But she didn't notice it was her that was acting strangely. "Nothing." Should he tell her what he saw?

What he saw for that brief moment wasn't Gwen. It was a person full of hate and rage. And Gwen wasn't like that. He knew her well.

"Well, whatever, doofus." She shrugged and walked past him, careful not to bump into him again. She left him standing there confused, staring blankly into the ground, trying to figure out what had happened. After a minute, his brain hurt. _Blah, too much thinking. Maybe it just was one of her random mood swings. A very scary one._

"Ben? Are you okay?" Grandpa Max said as he stepped out of the RV, looking concerned. Ben wasn't one known for thinking during long periods of time.

Ben nodded, and then shrugged. Grandpa decided it was better to leave it at that.

"Well kids. Let's find a clearing to set up our tents." He said rather cheerfully, as they caught up with Gwen. Ben walked past Max, until he was walking besides her. The girl looked deep in thought, her brows knitted together. He couldn't help but wonder what was wrong with her again.

"Uh… Gwen. You're acting strange today. Well, more than usual." He started conversationally, coughing when she snapped her head towards him with a heated glare. _Uh-Oh. Bad idea._

"None of your business, _Ben._" His name left her mouth in a hiss, and he shuddered. What the hell was wrong with her? All he had done was bump into her. Well, intentionally. But hey! It wasn't as if he had done something unforgivable… Or _something._ He countered her glare with one of his own, and they glared at each other for endless minutes.

"Uh, Kids…" Max noticed the silent exchange, and decided to intervene. Gwen looked as if she was about to choke Ben to death. Ben blinked and looked away, a frown on his face. "Someone is touchy today." He muttered, walking away from her.

Gwen snapped out of it inmediately after hearing those words. She didn't even understand why she was so mad at him. He hadn't done that much, really. Of course, he was being his annoying self… But there was no reason to kill him, right?

Feeling a bit guilty, she sighed and tried to catch up to him, but he ignored her and continued on his way. _Well, if he wants to be an idiot, then I won't apologize to him! _She sighed and looked down at the ground, deep in thought. It wasn't Ben's fault she was feeling like that. No… It was her own. Something was wrong with her, and honestly, she was still a bit scared. Never in her life had she felt rage like that. And she never thought about killing anyone. _Never._ Not even any of the evil enemies they faced daily. Gwen wasn't one to hold grudges for long periods of time.

Gulping, she looked down at her hands, and noticed they were shaking. Her skin was pale, and she was sweating. Strangely, the weather was slightly cold. _What's wrong with me?_ She was so confused and distracted she didn't even notice they had already gotten to a clearing.

"This seems like a nice place. What do you think, kids?" Grandpa said smiling, trying to break the tension in the air. Ben was looking the other way, a frown still on his face. "Sure. Whatever." He said not really interested, ignoring Gwen's presence besides his.

Taking a deep breath, Gwen calmed down and forced a smile. "Sure Grandpa. It's perfect." She said hiding her shaky hands behind her back and nodding. Ben casted a glance towards her, and noticed she was really pale, and that her shoulders were trembling. He may be stupid, but he wasn't _that _stupid, not to notice she was not okay. Something was wrong with her. Really wrong.

It was not everyday you got to see Gwen so out of it.

Max smiled, but he had noticed her state too. "Okay. I'll go look for our things, what about you go and fetch some wood for the fire?" He told them, and they nodded.

"And Gwen, if you're not feeling well, just sit down, okay? I'm sure Ben won't have any problems finding the wood himself." He told them just before turning around and walking back to the RV. Ben huffed, rolling his eyes. "Yeah right. Leave everything to Ben." He muttered angrily.

Gwen looked down, a bit guilty, and sighed. Without a word, she made her way into the forest and began looking for wood. "Hey dweeb. Grandpa said to sit down. It's not as if you would be useful anyway." Ben told her rolling his eyes. She stopped and turned around, facing him.

"Just shut up!" She hissed, and Ben jumped slightly at her outburst. _Oh Ben, you just can't get any smarter, right? _He thought to himself in annoyance. "You know? I'm trying to help here, and I'm tired of you, damn it! It's not my fault you're freaking touchy today. What's wrong with you?!" He yelled, glaring at her. He prefered her to call him names back, or to be her sarcastic self. But not _this._ This was not Gwen.

Gwen sighed angrily. "_I _am the one tired of you! Leave me alone already!" She yelled and turned around, storming off into the forest. "Fine! Get lost!" She heard Ben scream behind her, and for a second she considered the idea of going back and beating him to death, but her better judgement went against that.

Then she stopped walking after a few minutes. She was away from the clearing, and she didn't even remember walking off. Just what was going on with her?

"What's wrong with me?" She muttered, putting a shaking hand to her forehead, only to find her skin cold and sweaty. She heard a sound near her, and she looked around. Nothing. Just the leaves of the trees swaying with the soft wind. "Okay Gwen. You need to snap out of it." She told herself, shaking her head.

_Gwendolyn__…_

"Huh?" She blinked, standing completely still. She was sure she had heard that. She wasn't crazy… Well, not that much anyway.

_Kill __him…_

"Kill who?" She muttered aloud, getting nervous. This was not good. She was hearing things. And the voice told her to kill someone. How twisted was that?

_Kill him. Ben Tennyson… And bring me the Omnitrix._

Okay. Now that was scary. She spun around when she heard something behind her. For some reason, she was feeling dizzy, and in a second, she fell down to the floor, unconscious.

_As she stood, or floated, in the eternal blackness of her subconscious, a ethereal figure floated before her. Its body was made of a violet light, and she couldn't really tell if it was male or female, save for its masculine voice. _

"_Gwendolyn Tennyson." She heard it say in a low voice. _

"_What do you want from me?" She was scared, yes, but it was only a dream, right?_

_It chuckled, and she couldn't help but shudder. The sound was soothing, yet petrifying at the same time. She gulped._

"_Dear child, you do know the kind of power you hold inside you, I believe?" He was obviously evading the question._

"_What are you talking about?" Now she was more curious than scared._

"…_You, my dear, hold a tremendous power inside your fragile body. A power so amazing, that it even rivals my own. You are nothing other than a being of energy. You are not a simple human, as you thought." Gwen couldn't help but blink in wonder. What was that thing talking about?_

_Of course, she knew she was no that normal, due to her recently discovered 'magic' powers, but this?_

"_You could have the world in your hands if you wanted. And together, together we would be unstoppable. Nothing would dare stand in our way, and with the Omnitrix, we would be the masters of the Universe." Her eyes widened._

"_I'm not a simple tool you can use whenever you please! And the Omnitrix belongs to Ben!" She yelled._

"_Oh but dear, you don't have a choice." It chuckled again. "You still lack proper control over your powers, and until you do, you are at my mercy. I can enter your mind and control your body whenever I please. Your body is a perfect container for my powers." Now she was scared, something in its voice told her it was not joking._

"_You will bring me the Omnitrix, and you will kill the one that has it in his possession... If you do not want me to destroy this pitiful planet of yours." And with those words, it dissapeared, leaving behind a shocked Gwen._

"Noo!" She sat up, completely soaked. It seemed it had started to rain while she was unconscious. She shivered and hugged herself, unaware of the few tears that ran down her cheeks.

"Gwen! Gwen! Where are you?!" A familiar voice yelled desperately behind her, and she turned her head around, only to find Ben completely soaked, and with a frightened expression on his face. "There you are! You had us worried there, dweeb!" He ran to her side and kneeled beside her, stopping in his tracks when he noticed the tears in her eyes. His eyes widened, and he went completely still, watching as his cousin sobbed silently.

"What's w-wrong, Gwen?" He managed to say. He had never seen her cry like this before. She shook her head and took a deep breath, not bothering to wipe away her tears. "Nothing. Let's go back." She said in a hoarse voice, trying to stand up, but to no avail. Ben sighed and picked her up, after hesitating for a bit.

"I'm sorry." She whispered just before she went unconscious again in his arms.

Lightning flashed in the gray sky, and thunder soon followed.

It just couldn't get any better.

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A/N: Well, here it goes. I seriously needed to get this outta my head... I had this idea a few days ago. This fic will be more centered around the darker side of the relationship between Gwen and Ben. Will they be able to overcome anything in their path? Who knows. And yeah, it's BxG. I don't like Kevin very much. Sorry. D:

So yeah. R&R, will ya? It keeps me motivated, and makes me update faster. Thanks for wasting your time reading this. :D


	2. Her Sorrow, His Pain

Disclaimer: I do not own Ben 10, sadly.

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_Her Sorrow, His Pain..._

"Is she going to be okay?"

"Of course, Ben. She just fainted."

"But… She didn't look too well. I mean, there's something wrong with her. She was acting all weird and-"

"Shhh. I'm sure she will tell us when she wakes up. For now, she needs to rest. Let's leave her alone."

"…Okay."

Gwen stirred, slowly opening her eyes. Her vision was blurry, and she felt cold, extremely cold. Bringing the covers closer to her body, she shivered. Looking to the side of her bunk, she noticed Grandpa and a crestfallen Ben walking to the front of the RV. The rain pounded heavily outside, meaning she hadn't been out for much. Her lips were dry, and her body felt heavy. She didn't feel like moving a muscle. _I feel like crap._

Neither of the males noticed she was already awake, for they silently continued talking.

"Grandpa. Something is not right with her. That… That was not Gwen." She heard Ben whisper, and he was staring down at his feet. Those words hurt more than she would've liked to admit.

"Of course that's Gwen. She's there. She hasn't changed." Max put a comforting hand on the boy's shoulder, a bit confused by his words. What was all that about?

"But…" Ben took a deep breath. "This afternoon, she got really mad at me, for nothing really, and I saw her eyes flash violet. I swear." He continued to stare at the ground. "She looked really mad, like… Like she was going to kill me." He gulped, not able to erase the image of her face contorted in rage. He had to admit that had hurt, the way she looked at him, and he still couldn't help but feel guilty.

Max sighed, now a bit more worried. "If something's bothering her, I believe she will trust us enough to tell us. But for the time being, just let her be, Ben." _I hope._

Ben sighed and nodded, sitting at the table and just looking out of the window. He didn't feel like doing anything.

Gwen blinked back tears. Ben was really worried about her, and all she did was push him away. It wasn't her, of course, but that _thing _that wouldn't leave her alone. _What am I going to do? _She inhaled deeply, remembering what that alien had said.

_You will not tell them of my presence here. If you do, things may get even more… Complicated._

And there it was again, the low voice whispering in her mind. A voice she was beginning to hate with all her might. _Just leave me alone! Leave me ALONE! _She screamed in her mind, her eyes tightly shut. She felt so helpless… So alone… So weak. How was it that that alien could do with her as he pleased? She was not a tool! And she sure as heck wasn't going to do what he said!

_Oh, you will. If you know w__hat's best for you... And them. _

She clenched her fists, glaring at the wall in rage. _Go away… Just leave me alone…_

And then she felt free, as if his presence had left her mind. Gwen blinked, feeling a bit better. He left her alone? Somehow, she knew not to have false hope. Nothing was _that _easy, and she knew he would be back. But for now… She was free.

She sat up, now feeling way better, and tossed the covers away from her body. Oh, her clothes were still slightly wet. Taking some dry clothes from her drawer, she made her way silently into the bathroom, startling Ben, who scrambled up from his seat and ran to Gwen's bunk, only to find it empty. She had already closed the door.

"Seems she's up already. And Ben, remember what I said. Give her some space until she's better." Grandpa said behind him, and Ben sighed in silent agreement. He walked back to his seat and plopped down on it again.

After some minutes, Gwen was done and exited the bathroom, feeling refreshed after the quick shower. She walked over to the table and sat down in front of Ben, not really facing him. For some time, they were both surrounded by an uncomfortable silence.

He was the first to break it.

"Ummm… Gwen… Listen, I'm sorry for-" He was cut in mid sentence by a wave of her hand.

"I'm the one that should be sorry, Ben. I… You did nothing wrong, and I overreacted. So yeah, sorry." She finished looking down at her lap, not able to look at him in the eye. What if that alien came back and made her go berserk on him? She didn't want to hurt him… Or Grandpa… And if that meant being distant to them, then so be it. She was sure they would understand… Someday.

Ben took a deep breath and smiled, glad the Gwen he knew… and loved was back. "You freaked me out there, I thought you were going to kill me or something." Gwen flinched, but Ben didn't notice. She laughed nervously. "Well, who knows, you were getting annoying, doofus." She joked, smiling sourly.

"Heh. You had me really worried there, dweeb." He admitted in a whisper, looking out of the window. Her smile dissapeared, and she looked down at her lap with a frown. She wanted to tell him, but she knew it would only make things worse… And for now, she could only hope he would forgive her.

"Well, glad to see you're back, Gwen. Are you feeling better?" Grandpa broke the silence.

"Yeah. Sorry for blacking out like that." She smiled, and Grandpa shook his head.

"No need to apologize. Remember we'll always be there for you when you need us." Gwen went completely still, taking in his words.

_We'll always be there for you when you need us._

Now she wanted to cry. It was so unfair. Why, why did she had to get away from them? They were the only ones she could trust, and the only ones that understood her. It was all because of _him_ she couldn't tell them. Because she wanted to protect them. And because she wanted to protect them, she needed to be strong. Emotions only made one weaker.

She put on a blank smile, and nodded, grateful. "Glad to hear that." She looked at Ben, and noticed him staring at her. He had an undecipherable expression on his face. He seemed lost in thought, but at the same time observing her every move. It made her feel uncomfortable.

When their eyes connected, both looked away inmediately.

"Hmmm. Seems we won't be able to camp outside in the forest tonight." Grandpa said staring outside, the rain still pounding heavily.

"Yeah…" Ben said in agreement, sighing tiredly.

Gwen couldn't help but glance at Ben from the corner of her eye. He sounded so tired… Maybe it was because of her? Now she understood what Ben felt like all the times he had to make a difficult decision. When Ghostfreak possesed her body, it was him that had to give himself up to save her. When Eon possesed his body, he gave everything up to try and protect her. And she didn't even know just how much he had been through. And it bothered her. How could she be so naïve? To be easily fooled by his smile and his jokes, when he wasn't really okay…

Now she understood… But it was too late.

As Gwen typed away at her laptop, not really looking for anything at all, Ben quietly fumbled with the Omnitrix on his wrist. Obviously something was bothering him, but he didn't find the courage to say it out loud.

Gwen silently watched him as he opened and closed his mouth, like a fish, when he thought she wasn't looking. He wanted to say something, but just couldn't.

"Okay Ben, what is it?" She finally asked after a while.

"What?" He blinked, looking up at her in fake confusion.

"I know you want to say something… So just say it. What's bothering you?" She asked, closing her laptop and giving him her full attention.

"Uh…" He gulped. _Am I that easy to read?_ "Well, about earlier…" He flinched, waiting for her to glare at him or something. It wasn't as if he wanted to bring it up again, but there was something about what had happened that was seriously bothering him.

When she did nothing but stare, he continued talking. "When I bumped into you and you glared at me… Your eyes… Your eyes turned a deep violet color." He sighed, relieved he had gotten it out. He was slightly curious, for he had never seen her like that.

Gwen blinked, confused. "Violet? Huh… Are you sure you weren't seeing things?" She pondered on the matter for a second. Well, it was certainly impossible. Unless… Something clicked in her mind and she gasped inwardly. _Unless that happened when I was being possesed by that alien. I didn't feel like myself at the time, and I couldn't control my emotions. Maybe it was a sign he was controlling me…_

She bit her lower lip and looked to the side, deep in thought.

But Ben had noticed the change in her demeanor, and inmediately knew it had to do with her sudden mood swing.

"I don't think so. I mean, I saw it when your face was twisted in… Rage… and your eyes flashed violet for a moment." He kept on looking at her, trying to decipher what she was thinking.

Gwen sighed, now facing him. "Well, I don't really know what happened there, Ben. It's just that I wasn't feeling like myself. Maybe it had to do with my powers, I don't know." She hated lying to him, but who knew what that alien would have done if she told him anything.

Ben nodded, and he knew she wasn't telling the truth… Maybe some part of it. Well, he wasn't going to force it out of her… If she wanted to tell him, then she would… But it hurt him to know that she didn't trust him enough.

Gwen knew he didn't believe her, but she couldn't tell him the truth. She just couldn't… And he had to understand she wanted to protect him.

"Well, it stopped raining, so I'll go outside and take a walk if you don't mind." He simply stood up and didn't look back at her once, just made his way outside the RV with his hands in his pockets.

It hurt to see him walk away from her without a second glance, but she just couldn't go after him and tell him what was wrong. Her chest felt tight, and she couldn't help but feel numb. Looking down at her lap with a sad expression, she simply remained like that, lost in her thoughts. _I'm sorry, Ben. I really am._ She hoped he could hear her thoughts, but of course, she was being weak. Emotions made one weak.

Then, a huge explosion was heard outside, and as something collided with the side of the RV, her eyes widened and she fell down to the floor from her seat. She winced. She had hit her shoulder hard with the floor as she landed, but there was no time to worry about that.

As fast as she could, she scrambled up to her feet and ran outside the RV, Grandpa right behind her, only to find FourArms leaning against the RV for support, a hand on the side of his head. It seemed he was the one that collided with the side of the RV.

A few meters in front of him, there stood a strange creature she had never seen before. It was violet, and its skin glowed. It resembled a large dog, but with a flat head and four red eyes. It growled, and slowly approached Ben, like a predator would corner its prey.

Somehow, Gwen found out she was a bit familiar with the creature, since it resembled the alien from her dream. "Are you okay, Ben?!" She looked at Fourarms, and he nodded. The creature stopped in its tracks and stared at her, and she found herself glued to her spot.

She gulped as the creature slowly changed directions, now moving towards her, and gasped when it ran towards her, growling and snarling. _Oh no._

"No! Gwen!" Fourarms screamed, and ran towards her as fast as he could. Just as the creature pounced on her and Ben grabbed her arm to yank her out of the way, she screamed and closed her eyes, a violet light engulfing her body, sending Ben and the creature flying backwards.

She was kneeling on the floor panting, her eyes now violet, instead of their usual emerald green, as she glared at the creature. _Damn you._ Fourarms slowly sat up, rubbing his head and staring in horror as Gwen stood up and slowly walked over to the creature who was lying on the ground, probably injured, with the same murderous expression she had before.

"No… Gwen…" He whispered hopelessly as she raised her arm with her palm open, a ball of violet light surrounding it, and punched the creature right in the head. She continued to punch it, with both hands covered in violet light, her eyes full of hate and rage. The creature was long dead, and it was not until it turned into a slimy substance that she stopped punching it. Gwen panted, and slowly turned her head towards Fourarms, who was still sitting on the ground, shocked.

She made her way towards him, and just as she was going to punch him, Grandpa Max yelled.

"Gwendolyn! Stop!" He said in despair, not believing that his granddaughter had such a murderous expression on her face. It was not Gwen.

And then, she blinked, her eyes back to their emerald green color. _What the hell was I going to do? _She thought as she stared down at Ben, that had now changed to his human form due to the watch timing out. He looked scared, but not for himself, but of what she had become. She looked at her fist, mere inches from his face, and gasped.

"I'm… I'm sorry!" She yelled as she ran away from the scene, her mind still not registering what had happened. She left behind a shocked Ben and a worried Grandpa. _No… No… NO!_ She screamed in her mind as tears ran down her cheeks. She was going to hurt Ben. She was going to hurt him! And if Grandpa hadn't snapped her out of it… Who knew what she could have done!

She stopped after running for some minutes, falling to her knees in despair. She sobbed silently, hugging herself.

_How does it feel, to have the power to destroy everything in your path?_

"Shut up! Shut up!"She didn't want to hear him now. It was all his fault, all his fault!

It chuckled inside her mind, sending shivers down her spine.

_Afraid you were going to hurt him? _

"I hate you!" She screamed into the forest, still sobbing.

_Oh but child, it is not my fault you are so easy to manipulate. _

She stopped sobbing, but the tears still ran down her cheeks. He was right… It was her fault. Her own fault for being so weak.

"Gwendolyn!"

"Gwen! Where are you?!"

She heard two familiar voices yell into the distance.

No. If she wanted to protect them, then she couldn't be near them. She stood up, not caring her shoulder hurt, and that her leg was bleeding, and ran, desperately trying to get away from them.

"There you are!" She heard Ben yell, a few meters behind her, and she ran, as fast as she could. Her legs hurt, and her lungs ached desperately for air. Her vision was unfocused, and she wasn't seeing where she was going. All she wanted to do was get away from them. Away from him.

"Hey! Stop! Gwen, please stop!" Ben yelled behind her, hot on her tail, and she could hear the pain and desperation in his voice. She shut her eyes tightly, tears still streaming from her eyes, and gasped as she tripped on a rock.

Just as she was going to hit the ground, a pair of arms caught her from behind. She could hear him pant heavily, and she panted too, tired and sore. A few minutes of silence passed between them, until she started to sob again, and this time Ben hugged her, resting her head against his shoulder.

It pained him to hear her sob like that, as if her soul had been ripped out from her body. She sobbed and sobbed, grabbing a fistful of his shirt, afraid to hold on to him, but scared to let go.

"I'm sorry, Ben. I'm s-sorry." She managed to say between sobs, and even though Ben was frowning, he was scared and screaming inside. He wanted to take her pain away, to make her smile like they used to… But he couldn't, he couldn't! And he blamed himself for being so stupid. Obviously something was not right with her, and he had let it pass!

"I'm sorry, too. For not being able to help you." He gritted his teeth, mad at himself and the world, to make her cry like that. What could have possibly made Gwen break down like this?

Grandpa arrived some minutes later, and kneeled besides them, hugging them both at the same time, Gwen still in Ben's arms. He watched in sorrow as both his grandchildren broke down, Gwen sobbing her heart out, and Ben frowning and cursing himself.

What had happened? There were no longer smiles on their faces…

Where was their small, happy family? What had happened to their happy days?

…Just what was going on?

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A/N: Ohhh…. It's getting better. R&R. I want to know what you peeps think about it. Too emotional? Too dramatic? Let me know!


	3. Difficult Desicions

Disclaimer: I don't own Ben 10. Okay?

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_**Difficult Desicions**_

_I'm tired of being what you want me to be  
Feeling so faithless, lost under the surface__.  
I don't know what you're expecting of me  
Put under the pressure of walking in your shoes…_

(Caught in the undertow, just caught in the undertow.)  
Every step that I take is another mistake to you…  
(Caught in the undertow, just caught in the undertow.)

I've become so numb I can't feel you there!  
Become so tired so much more aware…  
I'm becoming this, all I want to do  
Is be more like me and be less like you!

Can't you see that you're smothering me?  
Holding too tightly, afraid to lose control…  
Cause everything that you thought I would be  
Has fallen apart right in front of you…

(Caught in the undertow, just caught in the undertow.)  
Every step that I take is another mistake to you  
(Caught in the undertow, just caught in the undertow.)  
And every second I waste is more than I can take

I've become so numb I can't feel you there!  
Become so tired so much more aware…  
I'm becoming this, all I want to do  
Is be more like me and be less like you!

…And I know, I may end up failing too…  
But I know you were just like me,  
With someone disappointed in you..!

I've become so numb I can't feel you there!  
Become so tired so much more aware,  
I'm becoming this, all I want to do  
Is be more like me and be less like you!

I've become so numb… I can't feel you there!  
I'm tired of being what you want me to be…  
I've become so numb, I can't feel you there!  
I'm tired of being what you want me to be…

The sun had already set when the Tennysons arrived back to the RV, Grandpa carrying in his arms an injured Gwen, and Ben walking beside them with his head low. Nobody said anything as Grandpa placed Gwen in her bunk and left them to look for the first aid kit.

Ben sat on the far end of the bed, careful not to hurt her bleeding leg, and simply stared into nothing. He didn't knew what to say, or what to do… He was still too shocked to say anything.

Gwen simply lay upon the bed, her eyes closed, not able to face Ben or Grandpa, yet. She felt so ashamed of herself… She had let them see a part of her so weak, so helpless, and she didn't want them to worry about her.

_I'm an idiot. I'm a freaking idiot._

She bit her lower lip until it began to bleed, to keep from screaming out in frustration. She didn't want them to think she was weak and needed their help all the time. She didn't want them to worry about her, to sacrifice themselves for her. She could take care of herself, and it was about time she sacrificed herself for them. And that was what she was going to do.

She was going to show them she could protect them too, even if it would cost her her life...

Gwen just didn't care anymore. As long as they were safe, she would not mind losing her life. If that was what that alien wanted, then he would have it. She was willing to kill herself so that alien wouldn't harm Ben or Grandpa in any way.

_Don't you dare end your own life, Gwendolyn Tennyson. Your are nothing more than a tool I can use as I please, and it would be an unnecessary loss if you killed yourself. I need your powers, and I can't afford to lose such a powerful tool like you. _

And he thought he could tell her what she could and could not do? Yeah right.

_For the last time, I am not a tool. I can do whatever I want whenever I want, and you can't say otherwise. _Her brows were knitted together. She was not going to be ordered around by that thing.

_Remember I have complete control over your body. I won't let you do anything to yourself, unless I want to. _

She grunted in annoyance, her eyes still closed. _And remember, you don't own me! This is my body, my mind! And you won't control me!_

Ben turned to look at her, seeing her somewhat grumpy expression. Maybe her leg hurt more than she let it show?

_It seems you need to learn who is in control now. Nobody dares to disobey Kleon._

Her eyes snapped open as a sharp pain hit her head, and she gasped. She trashed around wildly, kicking and flailing her arms, in a futile attempt to make it stop. The pain was unbearable, it felt as if her head was going to explode.

"Stop it, damn it. STOP IT!" She yelled in extreme pain, some tears running down her cheeks. A trail of blood ran down her nose as she gritted her teeth together and grunted in pain.

Ben stood up, alarmed, as he saw her trashing around, pain visible in her features.

"Grandpa! Grandpa, damn it! Gwen's in pain!" He yelled desperately, grabbing her by her shoulders and pinning her down to the bed so she wouldn't hurt herself even more. Gwen squirmed, kicking him, and her nails digging into the flesh of his arms. Grandpa arrived a moment later, with some bandages and pills in his hands.

"Make it stop, please… Make it stop…" She looked up at him, her features twisted in pain, and her eyes pleading. His heart stopped, he had never seen such pain in her eyes, and he could do nothing to stop it. Something wet ran down his cheek, and he realized it was a single tear. Gwen was suffering so much, and he could just watch. None of his aliens could do anything to help her, and he wouldn't have hesitated if he had to give up his Omnitrix to stop her pain.

With a final groan, she fell back and stopped moving, her eyes closing. She panted heavily, her body covered in sweat, and her nose bleeding profusely. Ben got off her and Grandpa proceeded to bandage her bleeding leg.

_Damn it all. _

He could just stand there watching as his Grandpa did all he could to stop the wound of her leg from bleeding. He was useless. He gritted his teeth in frustration, his fists clenched. He could do nothing, damn it. Nothing!

"Ben, bring me some gauze to stop her bleeding nose." Grandpa said in a serious tone that betrayed his worried eyes as he looked back at the boy standing behind him, cursing himself for being so useless.

Ben nodded, and left. After a moment, he was back with the gauze and handed it to Grandpa, who gave it to a now conscious Gwen. She nodded in thanks, pressing the soft material to her nose and sitting up, careful not to hurt her bandaged leg.

Grandpa made his way to the sink, and filled a cup with fresh water. He walked back to them and handed Gwen the cup and the pills.

"Those will help you with the pain." Gwen nodded, taking the pills and tossing them into her mouth, then grabbing the cup and swallowing the vital fluid. She handed Grandpa the empty cup back and just sat there, holding her nose with the gauze.

Ben sat on the edge of the bed, running a hand through his brown hair, his eyes no longer bright and full of life, but dull and empty. Things were getting worse. He had to figure out what was wrong with her, and do something. He had to do something.

But what was it? What was wrong with her? She was not the same Gwen he knew. Maybe something, something that had nothing to do with them was the reason she was acting strangely. He thought, hard, trying to come up with the reason she was being like that.

First, random mood swings. Then her eyes changing colors. And last, doing things she would not even think of. He knew she wouldn't hurt him in any way. She never was a person to act with murderous intent. So then, what was pushing her to act like that?

_Something from the inside. _

Then, he remembered when she had been possesed by Ghostfreak, some time ago. The same murderous intent in her eyes, the same expression, the change of color in her eyes…

It all made sense. Somehow. But he wasn't sure.

Gwen quietly observed her cousin. He seemed deep in thought. She hated to see him like that. So dull and empty… And it was all her fault. She was the one that made him like that. Looking down at her lap, she sniffed, the bleeding had finally stopped.

Grandpa Max took the bloody gauze from her hand and tossed it inside a nearby trash can.

"Do you feel better?" Grandpa asked. He felt stupid for asking something like that, but he was trying to break the tension in the air.

"Yeah…" Gwen was still looking down at her lap, her eyes dull and unfocused. Grandpa sighed, nodding. Ben said nothing, still lost in his thoughts.

"I believe we should all rest for tonight. Especially you, Gwen."

Gwen nodded, and she carefully lay down again. Ben stood up and climbed into his bunk without a word. He was a mess inside, and just didn't knew what to do anymore.

_I hate you, Kleon. I hate you with all my might. _

_Hate is a word too big for a small child like you. _He chuckled, and she wanted to punch herself.

_Leave me alone._

The lights went out and she saw Grandpa lay down on his bed. The moonlight shone brightly through the slightly parted curtains, lightning her face, making her emerald eyes have an eerie glow. She blinked, staring up at the full moon.

And then, she realized what she had to do. Closing her eyes, she fell into a light sleep. She would wait for them to fall asleep, and then she would do what she had to do.

A few hours later, at exactly midnight, Gwen stirred and opened her eyes, avidly scanning her surroundings. Ben was fast asleep, slightly snoring, and Grandpa too.

She sat up on the bed and tested out her bandaged leg. It didn't hurt as much, and she believed she could walk just fine.

Standing up, she flexed her slightly sore muscles, and grabbed a bag she hid under her bed, full of some of her belongings. It was all she needed. Walking over to the first aid kit Grandpa had left on the table, she opened it carefully, and took out some more bandages and pills, putting them into the bag.

She glanced back at Grandpa and Ben, both were still sleeping. Taking a piece of paper and a pen from the bag in her hands, she wrote down a note.

"_Grandpa, Ben:_

_I'm sorry for all the things I've done, and for all the things I'm about to do._

_I love you both, very much._

_Please take care._

_- Gwen."_

For a moment, she wanted to write down all the truth. But she couldn't. She knew _he_ was watching her every move.

With one last, sorrowful glance at the two people she loved the most, she threw the bag over her shoulder and made her way outside the RV, carefully closing the door behind her.

Slightly limping, she walked away, not looking back.

_I'm sorry, Ben._

Gwen was determined to get away from them, if that meant she could protect them. She didn't want to make them suffer, and even though she knew they would follow her anywhere she went, she still tried her best. She just hoped they wouldn't find her.

There was a town near the forest she could hide in for the rest of the night, until she was able to leave in the early morning.

Even though her heart was broken and all hope was gone, she convinced herself it was for the best. It was to protect them. To protect Ben.

_You do realize, dear child, that they will eventually come to you, and then, you'll have no other choice but to destroy them? It's your destiny, Gwendolyn. And with the Omnitrix, we will be unstoppable. _Kleon whispered in her mind, and she shook her head.

_I don't care. Don't think you have already won. I won't give up that easily. _She said, determination in her eyes.

Kleon chuckled, and his presence dissapeared from her mind.

_I won't let you win. Not even if I die trying.  
_

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A/N: Hehe, so emo... But oh, well. The few chapters that follow won't be as emotional, but the climax is coming soon. Will Gwen be able to overcome everything to protect Ben and Grandpa Max? Feel free to suggest any idea you have in mind. I'd like to know what you think. :)


	4. Farewell

Disclaimer: I don't own Ben 10. D:

Thanks to those of you who have reviewed. I'm glad you think my story is worthy of your interest. :) And here, I've got you another chapter. Enjoy.

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__  
Farewell…  
_

Ben woke up that morning with a strange feeling in his chest. Something didn't felt right. The RV felt… Empty. Shaking his head, he sighed and climbed down from his bunk. He inmediately went to check on Gwen, but what he saw left him petrified.

Her bunk was empty. No sign of her. Nothing. Not even a sign she had been there the day before. Empty. So empty, it made his chest hurt. Snapping his head around, he was in the verge of panicking, as he frantically looked around for her.

_Oh no… Gwen! _What could have happened to her? She was injured! She couldn't have left… Maybe something… Something had taken her away!

Just as he was about to transform into XLR8, his Grandpa called out to him.

"Ben! Look at this." Ben turned around, and stared at Grandpa Max, who was holding a piece of paper in his hand. Sudden realization dawned upon him as he ran towards the older male, taking the paper out of his hand and holding it in his own as if it was poisoned. Somehow, he knew what it said. He just knew.

"_Grandpa, Ben:_

_I'm sorry for all the things I've done, and for all the things I'm about to do._

_I love you both, very much._

_Please take care._

_- Gwen."_

He knew it. He just did. And it made him mad. He remembered when he had left a similar note to Gwen and Grandpa when Grandpa had been hospitalized. He grunted in frustation, glaring down at the paper. Now he knew what she felt when he suddenly dissapeared that day. But somehow, it felt ten times worse for him.

Crumpling the paper in his hands, he ran outside the RV, frantically looking around. She had an injured leg, she couldn't have gone too far, right?

"Gwen!" His pained cry broke the peaceful silence of the forest, echoing for endless minutes. He fell to his knees. "Gwen, you dweeb! Where are you?!" He yelled into the forest again, receiving nothing but the sound of chirping birds for an answer.

He stood up and cried in frustration, kicking a rock near his foot with all his might. Damn it, what was wrong with her? She was injured! What if more of those violet aliens came back and attacked her? She wouldn't stand a chance!

_Gwen, you idiot! _He took a deep breath, trying to calm himself down, but couldn't. He was mad. Mad at himself, because he didn't stop her. Because he let her go and did nothing.

"Ben, calm down. You will not find her getting mad at yourself. " Grandpa Max said, putting a hand on the boy's shoulder. Ben sighed and nodded. He was right. If he wanted to find her, then he had to start acting now.

With new determination in his eyes, he pressed down the Omnitrix and turned into Wildmutt. With a loud roar, he sniffed the ground and turned to his left, following the faint scent of Gwen that still lingered on the ground.

He growled and nodded his head to the left, looking back at Grandpa, and the older male nodded, inmediately getting into the RV and starting up the engine. Max followed Wildmutt until they got to a rather small town, that seemed almost desolated.

There were few locals in the town, including a restaurant and some empty shops. Wildmutt growled and sniffed the ground, looking for Gwen's scent, but unfortunately there were no signs of her.

Snarling in frustration, he ran through the town, frantically looking for his cousin, but to no avail.

Meanwhile, Gwen quietly sat in a bus that would take her to a nearby city. In the town, she had bought some provisions with some money she had saved for situations like this, and had gotten ready, changing her clothes and leaving the ones she had already worn in the town, just in case Ben decided to go Wildmutt and follow her scent. That would give her enough time to escape. Now she was wearing a pair of black jeans and a black shirt, that vaguely resembled her Lucky Girl outfit, but more simple.

As in cue, Wildmutt found her clothes lying near an old building. The worst occurred to him, and he panicked, smelling the dried blood on her clothes. Then he realized they were the same she had been wearing when she had gotten injured the day before.

The watch timed out, and there stood Ben with his head low, staring down at the clothes his cousin had previously worn. It had been a trap. So she didn't want to be found, huh? He recognized the blue kitty on the front of the light blue shirt, and her slightly ripped and bloodied pants.

He picked them up and pressed them against his chest as he walked back to the RV, where Grandpa Max was waiting for him.

_Damn it. I will find you, whether you want it or not…_

Gwen sighed, staring out of the window, lost in her thoughts. The trip to the city would take about twenty minutes, and she hoped Ben and Grandpa Max were still far from her.

_They are closer than you think. _And there he was again, just when she thought she had some privacy.

_I know. Shut up._ She glared at her reflection on the window glass. Gwen knew they wouldn't give up until they found her, and she hoped they wouldn't anytime soon.

As Max drove the RV down the road, Ben stared at his reflection on the window glass, unable to stop thinking about Gwen. _What made you do this? What, Gwen? Didn't you trust me enough to tell me what was wrong? _He gritted his teeth together and huffed.

He didn't know what was going on with her, and that was what bothered him the most.

_You just wait. I'll find you… I will find you, Gwen.__ And you will tell me what's wrong, whether you want it or not. _If he had to force the truth out of her just to save her, then he would.

Max glanced at Ben, his eyes full of worry. He too was confused and shocked. Just what was going through Gwen's mind? He was sure they could have helped her out. Going away from them wasn't the only way to solve her problem.

"There's a city about thirty minutes from here. I'm sure that will be her first stop." Max said, his eyes on the road.

Ben nodded, and then sighed. He really hoped he would find her soon, or else he was just going to go mad. He gripped her shirt tightly in his hand, his eyes full of determination.

Gwen stepped out of the bus, the trip had taken longer than she thought due to some unexpected stops along the way. But finally, she was there. The city was not that large, but big enough to be able to hide away from Ben and Grandpa Max for some time.

She carefully examined her surroundings; looking for any sign of Ben or Grandpa Max, or anyone she knew for that matter, and when she didn't saw anything suspicious, she walked as fast as she could towards a nearby inn. It looked pretty cheap, and she only needed a place to rest some. She was a bit tired.

Just as she turned around the corner, she was faced by three not so friendly men. It seemed they had been waiting for someone to rob and beat up. Oh, Gwen was just feeling lucky.

"Hello there, cutie."

"Mind giving us the bag?"

"Or better yet, what about a kiss?"

Gwen sighed in frustration. _Fantastic. Today's so not my day._

One of the thugs grabbed her by the arm and the other yanked her bag away. The other one was uncomfortably close to her face.

_Show them your power. This is a perfect opportunity to test our new skills._

'_Our?' _Yeah right.

_Listen, I don't really want to hurt them-_She flinched. The guy had an iron grip on her arm.

_Oh but you won't hurt them… Much._

_Kleon, don't-_

Just then, her eyes changed to violet and an evil smile graced her lips.

"Why are you smiling, cutie? Like what you see?" The thug in front of her said smugly.

"Pfft. You disgust me. Now, get out of my way before I end your miserable life." It was not Gwen who was talking. She tried to fight back, but Kleon had complete control over her body.

_Hey, you! Stop right now! _She yelled in her mind, trying to break free from him, but it was futile.

"Now, don't get so cocky. We don't want to hurt your pretty face."

"You're the one that's gonna get hurt." And with that, she slammed the guy holding her arm to the ground, kicking his head in a swift movement, knocking him out. The thug in front of her gasped, and tried to punch her, but she dodged the clumsy attack and landed a roundhouse kick right on his stomach. He spat some blood. The kick had been well-aimed.

He stumbled a few steps back and landed on his butt, glaring up at Gwen with pained eyes and holding his stomach. Gwen smirked and grabbed him by his collar, throwing him against the wall with full force. He then slid down to the floor unconscious.

The other thug, the one with her bag, began to run away, seeing his friends getting their asses kicked. Gwen chuckled, and with inhuman speed ran after him, jumping and kicking him on the back of the head, effectively knocking him out. He fell flat on his face, and Gwen took her bag back.

"I warned you."

_Damn you, Kleon. _And then, she regained control over her body.

Kleon chuckled. _See? Together we're unstoppable. _

Gwen gritted her teeth and glared at the ground.

_Shut up._

She was scared. Really scared. How was it that he could control her so easily? Of course she fought back, but it seemed almost impossible to break free. At least, she managed to stop him from killing them. He only knocked them out.

With a sigh, she threw her bag over her shoulder and walked over to the inn, leaving behind three unconscious thugs. She had to admit the sensation of power coursing through her veins made her feel unstoppable, and just for a second, she felt like letting go. But she couldn't, and she wouldn't let it happen. It was her body, and her mind. She was not going to give up.

After talking with the owner of the Inn, she finally got herself a room and inmediately unpacked, getting comfortable. She knew she couldn't be in the same place for too long, or else Ben would find her. But for now, she needed to rest. Her leg was hurting, and her muscles were sore. She hadn't slept much, and the bags under her eyes were more visible. She couldn't sleep because of the fear of being found, and Kleon taking over her body without her noticing.

She turned on the T.V., not really finding anything else to do, and what she saw horrified her.

For a moment, she caught a glimpse of XLR8 as he ran behind the reporter and sped up towards a bunch of the same violet aliens they had encountered before. The building behind them was burning, and there were several people screaming.

Ben was in the city. He was going to find her.

_Damn it._

She couldn't let him find her, who knew what Kleon would do? He said he would destroy them if they ever found her, and she wasn't going to let that happen. Gwen knew Kleon would eventually get to kill Ben, but she wasn't going to let it happen. Not now, not while she was still alive.

She inmediately packed up her things and threw the bag over her shoulder.

Glancing back at the T.V for the last time, she saw as a violet alien fired a purple ball of energy from its mouth at XLR8, who was not able to dodge it because he was being surrounded by other four violet aliens.

The impact sent him flying against the wall of the building on fire, and the wall crumbled, sending him inside the burning building. The building was not going to last for much longer, since its walls had started to crumble, and there were people still inside.

_Ben! _

She couldn't let him die like that, right? He was having some serious trouble with the violet aliens, and she just couldn't let him fight alone, could she?

She had to think fast.

But what if Kleon decided to destroy him right there?

She looked back at the T.V.

There were no signs of XLR8. He was still inside the building.

Gwen bit her lower lip and cursed loudly. She had to help him. To hell with Kleon. She would deal with the consequences later.

_I will help him, and then I will escape. I won't let him see me._

There, perfect plan.

She turned off the T.V. and turned to the window. Luckily she was in the first floor. Opening it carefully, she snuck outside and ran into the busy street. The burning building was easy to spot, and she followed the smoke until she was close enough. Hiding around the corner of a nearby building, she thought of a way of getting inside the burning building without being seen.

_Ah, I've got it._

Then she opened her bag and took out a black hoodie. Perfect. She zipped it up and covered her head with the hood. That would give her enough anonymity. Hiding her bag behind some nearby trashcans, she scanned her surroundings and made her way to the back of the burning building.

_I'm coming, Ben._

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A/N: Hope you liked it. I have a thing for cliffhangers. Haha. Anyways, Gwen is confused. A lot. But she just can't let her cousin get his ass kicked, can she? Well, let's see how things turn out next chapter. Will Ben find out the hooded stranger is Gwen? D: Oh my. It's getting good. So yeah, gimme your opinions. I like reviews very much. :3


	5. And We Meet Again

Disclaimer: I don't own Ben 10.

Woah. This is one tragic chapter. Enjoy.

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__And We Meet Again…_

After about twenty minutes of driving in silence, Ben had gotten too impatient. He was never a patient person, and his uneasiness had gotten the best of him. He couldn't just sit down and stare out of the window while Gwen was going through God knows what. What if right then she was fighting for her life, while he sat down and did nothing?

"Grandpa. I'll go XLR8 and check the city, first. " He said as he stood up and neatly folded Gwen's clothes, putting them down on his seat.

"Okay, Ben. But don't do anything drastic, please." Grandpa sighed. He knew his grandson could be rather hotheaded and act without thinking, and that could cause Gwen even more trouble. But the kid wanted to be useful, so what was the point of keeping him there?

Just then, there was an announcement on the radio.

"Good afternoon, this is Caroline Williams, reporting live from 24th Street, Hailem city. There's a huge fire enveloping a building right behind me. The cause of the fire still remains unknown. Some people are trapped inside the building, and the firemen are doing their best trying to rescue them. Oh, but wait- It seems there's more to it. Just now, a group of strange creatures have appeared, wreaking havoc in the streets. Could they be related to the fire? Stay tuned for more news-" And then, there was some interference.

_Damn it. _He didn't have time for this… But he had to help. It was his responsibility. With an exasperated sigh, he punched down the Omnitrix, and then he was engulfed in green brightness.

After the brightness was gone, there stood XLR8 with a sour expression on his face. He nodded towards Grandpa, and the older male nodded back. Avidly jumping out from the RV, XLR8 sped up towards the city, Grandpa following not too far behind.

A few moments later, XLR8 sped into the scene, stopping for a second to stare up at the burning building. People were screaming and panicking around him. Just then, he spotted the strange creatures the reporter was talking about.

They were the same he and Gwen had faced before! But there were five of them this time. _Just perfect._

Ben huffed and sped up to them, effectively knocking three of them down with his speed. It was not long until they got up again, though. Those things were stronger than they seemed. Soon he was surrounded by four of them. He lost the fifth for a moment as he tried to keep the others at bay, but it was not until he was hit by a ball of purple energy that he remembered there was one more.

_Oh crap. _And then, he crashed painfully against the wall of the burning building, the impact making the wall crumble and sending him inside. Rolling out of the way as a burning piece of concrete fell down from the ceiling, XLR8 got up on his feet and looked around, picking the wailing cries of a child near.

There were people inside of the building still. Oh, it just couldn't get any better.

He sped up towards the sound, dodging the burning pieces of concrete and wood that fell from the ceiling. He finally got to the room where the cries where coming from, and with a swift kick, the door went down. He spotted a small girl holding a little baby in her arms hiding in the corner, both crying.

"I will take you out of here!" And with that he ran over to them and picked them up in his arms just as the walls of the building started to crumble.

_Oh no._ He sped up towards the exit, taking both children out, and depositing them in the arms of their mother, who stood in the sidewalk, crying her heart out.

"Thank you!" She called after him.

He sped into the building again, looking for more people, until he heard a cry of help coming from upstairs. He swiftly made his way up, dodging more falling pieces of wood and concrete in his way, until he got to the room where the woman was.

She was holding an unconscious boy in her arms, and blood ran down the side of her head.

"Don't worry, I'll take you out of here." The crying woman nodded, hope shining in her brown eyes. He picked her up in his arms while she held the boy in hers, and sped downstairs towards the exit. Just as he was going to exit the building, a huge piece of concrete fell in front of him, and he halted. The only exit was now blocked. He sped back, looking for another exit, but he didn't notice the piece of wood that was about to fall over them.

The woman screamed, and he looked up. His eyes widened, and he kneeled down, protecting the woman and the boy with his body, waiting for the impact. But nothing came.

He looked to the side, and noticed a shadowy figure standing there with their hand in the air. The piece of wood was being suspended in the air by violet energy. Something clicked in his mind.

Then, the figure pointed to the wall beside them, and a huge explosion opened a hole, big enough for them to step out of the building. XLR8 nodded at the figure, and the figure nodded back. He sped out of the building, with the figure behind him. Just then, the building came down.

XLR8 put the woman and the kid down on the sidewalk, and she thanked him in tears. He nodded, and sped away, looking for the shadowy figure. Just who was that? They seemed vaguely familiar. And for some reason, that violet energy the stranger had used reminded him of Gwen. Unless… But no...

Maybe it was her?!

He halted, now faced with the five energy aliens he had left behind. They just couldn't leave him alone to think, right?

He huffed and sped towards them, and just as he was about to land a hit, the watch timed out and he turned into Ben.

"Oh no! Not now!" He said as he hopelessly fell flat on his face. He shook his head and rolled out of the way, just as a purple ball of light almost hit him.

He took a few steps back, putting some distance between the aliens and himself, just as he tried to come up with a plan. Five against one, huh? How unfair.

Then, one of the aliens ran towards him, snarling and growling, not giving him any time to react. Just as the alien was about to pounce on him, it froze in mid-air, its body surrounded by violet energy.

The alien struggled, but it was impossible to break free. And then, he was sent flying against the wall. One out, four more to go.

Ben looked to the side and noticed the same shadowy figure from before, but now the daylight made their features more recognizable. It was obviously female, around his age. Her face was in shadow due to the dark hood, so he could still not recognize the person. He could only catch a glimpse of violet eyes as the stranger stared intently at him for a moment, and then turned around to face the aliens.

Something told him he knew who that person was.

He was sure he did.

But he was afraid of the truth.

So he remained silent, and just stared at her back. Who would've thought he would be the one being protected, now? He felt useless without his aliens. Pathetic, huh?

The girl extended her arms to her front, with her palms open and facing the aliens, just as they charged at her. There was a huge blast of violet energy, and the aliens were sent flying against the wall of a nearby building. Only one got up, and it charged at her. She ran towards it with her fist raised, and punched its face, hard, slamming its head against the ground.

But she hadn't noticed that other one was coming at her from the left.

"Gwen! Watch out!" Ben yelled running towards her.

Her eyes widened, flashing emerald for a moment, and she was frozen on the spot. Ben knew she was Gwen. Of course, he wasn't that stupid. But the problem was, it was not Gwen, but Kleon.

_Nooo!_ She screamed in her mind. She knew it was a bad idea from the start, she knew it!

She then smirked and shot a ball of violet energy at the alien, knocking it back.

Just then, she turned around and faced Ben, the evil smirk still on her lips. Ben stopped in his tracks and just stared at her with a mixed expression, between fear and anxiety. They were standing in front of each other.

_Noo! Leave him alone! Don't hurt him! DON'T HURT HIM, KLEON! _Gwen screamed in her mind, and her eyes flashed emerald for a second.

"Run!" She told Ben, just as her eyes turned violet again.

Ben was confused and scared. He didn't know what to do. He was glued to the spot.

It took all her willpower to keep Kleon from harming Ben. Her shoulders started to shake as she fought with Kleon internally, and she fell to her knees, holding her head.

She grunted, and Ben stared in horror. He kneeled next to her and put his hand on her shoulder, trying to comfort her.

"No! Run, you idiot! Get away from me!" She screamed and shoved him away, and her eyes flashed green again.

_Don't be foolish, Gwendolyn. This is our chance._

_Shut up! I won't let you hurt him!_

She screamed in frustration as her eyes changed from violet to green, and from green to violet, and she held her head in pain. It was just too much.

She stood up with difficulty and ran away with inhuman speed, trying desperately to get away from Ben.

Ben was still too shocked. He stood up too, and ran after her.

"No! Gwen, come back!"

It pained her to hear the desperation in his voice, and that caused her to run even faster. She left him behind, and jumped up to the roof of a building. She had lost him.

"Gwen! I need you, come back! Please, come back!" He yelled as he fell to his knees. There was such pain and desperation in his voice, Gwen couldn't help but let a single tear run down her cheek.

_It's all for the best, Ben. I'm sorry._

Ben punched the ground repeatedly, causing his knuckles to bleed. He was a fool, a fool! He had let her go away, just because he was an idiot and couldn't stop her. How could he be so weak? He wasn't able to move a single muscle when he saw her eyes changing. He was too shocked, too entranced with her that he couldn't react faster.

_Gwen! Damn it, Gwen. Damn it! _

He gritted his teeth together, not really noticing the tears that ran down his cheeks.

"Gwen…" He whispered in a broken voice, grabbing his head with his hands and staring up at the dull, gray sky above him in sorrow.

_Why her… Why? Why couldn't it be me? _He glared down at the watch on his wrist. Now that he needed it, it wouldn't work. It was all its fault, all its fault! But without it, he wouldn't be able to save her...

He sighed, not really caring people were staring at him.

Then, a comforting hand was placed on his shoulder, but he felt too tired to notice who it belonged to.

"Ben, come…" He heard Grandpa say as he helped him up. His eyes were dull and unfocused, and he wasn't registering what was going on around him; so he just let the older male guide him to the RV.

"I'm sorry, Grandpa. I let her go… I couldn't do anything…" He said as they entered the RV. He sounded so dull and empty, it made his Grandpa even more worried than he already was.

"It was not your fault, Ben." Grandpa said, but Ben didn't seem to hear.

"I'm sorry, Gwen. I've lost you…" He said as he let himself fall down on her bunk, grabbing her pillow and burying his face in it, sobbing quietly.

Grandpa closed the door behind him, and then stared at his grandson as he sobbed silently. He ran a hand through his hair and sat down on his seat.

All the hope was gone. The happiness, the joy, the good days. It had all gone away with her...

And they were slowly losing themselves in sorrow.

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A/N: Oh, the climax is a chapter away! I actually felt bad writing this chapter. D: Poor Ben... Tsk. R&R, please! :)


	6. Broken Souls

Disclaimer: I don't own Ben 10.

Thanks to all of you who have reviewed. Here you go, Chapter 6. Enjoy.

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__Broken Souls…_

Gwen stopped running on the rooftop and jumped down on a familiar dark alley, still unseen by people. She panted, hard, sweat running down from her forehead. She took a deep breath and calmed down, adrenaline still pumping through her veins.

_This will not go unpunished, Gwen__dolyn Tennyson. How dare you disobey my orders? Next time I won't be as merciful. _She saw it coming, but she wasn't afraid.

_I don't care what you do to me, but you won't hurt them. Not while I'm alive. _Gwen answered hotly. If he was going to kill her, then it would be better for everyone. He wouldn't have a host for his powers.

Just then, an excruciating pain hit her head like a thousand bricks. She gasped, falling to her knees and grabbing her head. _I hate you… But it doesn't matter how many times you do this to me… I won't give up! I won't!_

The horrible headache got even worse, and she let out a pained grunt. She shook her head wildly, in a futile attempt to make it stop. Blood started running down from her nose ad ears. She was beginning to feel dizzy.

She bit her lower lip to keep from screaming loudly, and rested her forehead to the ground. The pain wouldn't stop.

_Ben…_ She thought as tears began to run down her cheeks _uncontrollably. She started sobbing quietly. _

_It is all for him. For the best._ She convinced herself as she began to fall unconscious. Just before she welcomed the blackness with open arms, the pain stopped.

Gwen blinked, still feeling a bit drowsy. She thanked the heavens and took a deep breath. But she still felt weak. Too weak, and with much difficulty, she stood up and slowly limped towards some nearby trashcans. She moved them out of the way and took her bag, throwing it over her shoulder.

She wiped the blood from her nose and chin with the back of her hand, and slowly limped towards the cheap inn she had been in before. She knew she couldn't stay in that place for too long, but she just couldn't go anywhere else for now. She was too tired, and too weak.

Ben had finally fallen asleep after sobbing quietly on Gwen's bunk. His face was still buried in her pillow. He didn't want Grandpa to see him crying, so vulnerable. He felt weak. Broken. And none of his aliens could do anything to make him feel better. Going hero didn't make sense anymore. She wasn't here.

There was no Gwen. No 'I told you, doofus.' Nothing. Not even the sweet sound of her laugh, or her loud complaining. Nothing… And it made Ben feel so empty he just couldn't take it anymore. So he fell asleep. It was all he could do to forget his sorrow, his pain, even if it was just for a moment.

But Gwen wouldn't leave him alone, even in his dreams.

And there he found himself, lost in dreamland. In his dream, he remembered all the good times he had with her. The fights, the jokes, the pranks, the hugs, the fun… The happiness. Then something hit him. They had to go through all this for him to realize how much she meant to him? She was his confidence, his strength, and the voice of reason that always kept him in line. Without her, he was lost. Confused. Alone. But it hurt him to know, that he had to lose her first to realize that. He began to regret all the times he had been a jerk to her, even when he knew she was right. She always was, but his pride wouldn't let him acknowledge that. Such a fool he was.

Then he saw an image of her smiling brightly, her green eyes sparkling with happiness. It was too much_._ Suddenly his dream was way worse than reality, and he stirred, waking up.

He didn't make a sound, and sat up, rubbing the back of his neck. With a sigh, he looked around for Grandpa Max, but didn't found him. It was already dark outside, meaning he had been sleeping all afternoon. He felt like just laying there, doing nothing. He was tired of everything.

But he couldn't. Benjamin Tennyson wasn't easy to bring down, was he? But he began to doubt that. He felt vulnerable, and lost. Either way, he stood up and walked out of the RV.

_Just where is he?_ He wondered as he walked down the street. It was not usual for Grandpa to leave without a word, much less knowing Ben was not in his best condition.

Then, some screams could be heard from another street, and people began running away. _Oh no…_ _Maybe Grandpa- _His thoughts were interrupted by the sound of an explosion.

His eyes widened and he ran towards the sound, only to find Grandpa Max in his Plumber's Outfit fighting two violet aliens. Where were those things coming from?!

He inmediately slammed his fist down on the Omnitrix, turning into Heatblast. Grandpa turned around, and spotted Heatblast running at him.

"Ben!" He said and Heatblast nodded, shooting balls of fire at the aliens. The aliens easily evaded the fireballs, and charged at him. Heatblast jumped out of the way just as they both pounced at him, and shoot fire from his hands in mid-air, managing to hit one on the side. The creature yelped and landed on the ground with a thud, but got up almost inmediately.

"Just die, will you?!" He was beginning to get irritated. He wasn't in the mood to deal with those things. Why wouldn't they leave him alone? He landed on the ground and lit up his hands with fire.

"Let's get this over with." He ran at top speed towards the aliens, and in response, they did the same. Just until he was close enough, he jumped up above the violet creatures and shot fire from his hands down at them. The creatures began to yelp and grunt in pain as fire rained on them, burning their violet flesh.

Heatblast landed a few feet away and watched as the creatures wailed pitifully, turning into a slimy substance because of the heat of the fire.

"You deserved it." In a green flash, there stood Ben, his expression carefully empty, as he watched as the few remains of the creatures burned away. He turned around and began to walk over to Grandpa, who observed him with a rather preoccupied expression.

Grandpa had never seen Ben with such killing intent in his eyes. He was mad, irritated, and he had only cared about destroying the creatures and getting it over with. Honestly, it frightened him to an extent. This expressionless person was not his grandson.

First, it was Gwen. Now, Ben. He was beginning to lose the boy, too.

"Let's get back to the R.V., Grandpa." Ben said walking ahead of the older male, his voice void of emotion. He put his hands into his pockets and walked ever so slowly, as if he didn't want to go there. He was looking down at the ground, his eyes dull and blank, lost in his own thoughts.

Grandpa sighed, walking behind the expressionless boy. _Where are you, Gwen? _He couldn't help but wonder, looking up at the night sky. There wasn't a single star in the firmament. Everything looked so dark, and there wasn't a single person in the street.

But they didn't even suspect that a familiar green-eyed girl was watching them from a nearby alley. Gwen had spotted Heatblast as he fought the aliens, and had hid behind some trashcans, just before he or Grandpa could see her. Her inn was just about the corner, but she was waiting for them to leave before she got there. She couldn't afford to be seen by Ben. She couldn't. It would be more trouble than she needed.

She watched as they walked away, and she concentrated on Ben's retreating form. He walked slowly, as if he had to think before taking every step. He looked so miserable, it made her heart ache. But she could do nothing, but let him walk away. It was the best. For both of them. She hated to know that she was the cause of all their pain, but she was only protecting them. If only they knew…

"Goodbye." She whispered as they dissapeared around a corner, and she let out a tired sigh. _I know you will forgive me. Someday, when I'm able to see you again. But until then… Farewell._

She slowly limped towards the cheap inn she had been in before, her hair and clothes a total mess. There was dried blood on her face, and she was still covered in sweat.

Just then, a droplet of water hit the tip of her nose, and she groaned.

"Not now…" She growled in annoyance as rain began to fall down from the sky. By the time she got to the inn, she was completely soaked.

_Perfect. __Freaking perfect._ She sneezed, shivering slightly. She slipped inside the window to her room, making as little noise as possible. Closing the window behind her, she inmediately changed her clothes. Now she wore pajamas. Luckily she had brought them in her bag.

Climbing into the bed, she snuggled under the covers, trying to find some warmth, but it was futile.

She was shivering, but she felt as if she was burning inside. Oh, the rain hadn't done any good to her tired body. She was slowly getting paler and paler, and she began to shiver violently, sneezing and sniffing. Great, now she had caught a cold.

_Rest some. Tomorrow we will finish this once and for all. _She heard the all too familiar voice whisper in her head.

_Yeah, right. I won't be doing anything. _She answered, as she blinked groggily. She was tired, she was sick, she was vulnerable, and she didn't realize it would give Kleon the upper hand. In her current state, she wouldn't be able to fight him. She would be easier to manipulate now that she was so vulnerable.

It didn't matter what she said, or what she did. Kleon knew he had already won, and tomorrow, he was going to get the Omnitrix. He would hunt the boy down, and then take the Omnitrix. Then he would get rid of him. After that, he would completely possess her body, erasing her conscience, so only his mind would occupy it. Their powers combined with the Omnitrix would make him unstoppable.

_That's what you think._ He chuckled, but she ignored him, not aware of the meaning of his words. She didn't realize she wouldn't have the stength to fight him in her current state. But she couldn't help but slowly drift off to sleep.

_Don't be so sure…_ Gwen whispered back as she finally felt the darkness envelop her mind.

Back in the R.V., Ben lay on his bunk, staring up at the ceiling, unable to sleep. Grandpa was already snoring, away in dreamland, and Ben was still awake, lost in his thoughts. He couldn't sleep, afraid Gwen would haunt his dreams again.

He wasn't so sure he would be able to see her face once more without going mad. And so, he simply stared up at the ceiling, his eyes dull.

_I'm sorry I wasn't strong enough. I couldn't help you when you needed me the most. Such a cousin I am. _He smiled sourly. _Such a friend I was._

She meant everything to him, and he let her go. The most important person in the world to him, the only one who understood, the only one who was there for him when he felt like giving up, the one that prevented him from breaking down…

It was too late for that. He had realized that too late.

But because of that, he wasn't giving up. He was going to find her, somehow, even if it meant losing himself in the process. He didn't care anymore. He was sure she would forgive him. But for now, he couldn't help but hate himself.

_I won't let you go so easily…__ I wouldn't forgive myself ever if I did. You mean too much to me… Gwen. _And with that, he closed his eyes, trying to sleep. Tomorrow he would find her. And he knew it wouldn't be easy, but he was ready for it.

He was going to get her back.

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A/N: The climax is near. And thanks guys, for reading this and reviewing. I'm glad you think this story is good. I hope the next chapters won't dissapoint you. :) I'll try my best.


	7. Hope

Disclaimer: I don't Own Ben 10.

Chapter 7! Enjoy. :)

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Hope…

It had been terrible. To wake up and find herself floating in endless darkness. She had to see it coming. That's why she didn't want to sleep. She knew it would happen, but she was a fool. A fool.

Things just weren't going her way, were they?

And there she was, Gwendolyn Tennyson, floating in her own conscience, while her body was being occupied by a much more powerful being. She could see what was happening through her own eyes, but it was like watching a movie. She was trapped inside her own mind, while Kleon did as he pleased with her body.

She couldn't fight him. He was in complete control. She could only watch as Kleon made his way with her body out of the inn, and into the street.

She screamed. She struggled against his control. She fought with all her might. But she was tired… Too tired. And too weak.

_I knew it. I knew it would happen, I should've never fallen asleep. What do I do? He's going to get Ben. He is going to hurt him, and Grandpa. He is going to hurt them… I have to do something. Anything! _Her frantic thoughts echoed into the darkness of her mind.

_It's too late, my dear. But do not worry, this will be over soon. I will give your body back, and together, with the Omnitrix, we'll flee this planet, and go back to where we both belong. Soon, my dear. Soon, we will have the entire universe to ourselves. _He was lying. She knew it. He was going to wipe out her conscience. She wasn't stupid. And she had to do something, before it really was too late.

The beautiful morning betrayed the heavy rain that had soaked the city the night before… And now people were happily bustling around, minding their own business. Gwen stared at them as Kleon made his way down the street. She felt a sharp pang of jealousy in her chest, and she knew Kleon had felt it too. They were, after all, sharing the same body. She was jealous, because they were free. They didn't have to deal with this.

They didn't have to deal with the pain of knowing you never were strong enough to protect those you cared about.

If only they knew a small girl like her would be their demise…

_Kleon, please stop._ Her voice was broken, and it echoed in her head. She was disgusted at how weak she sounded.

…_Not now, dear. We have come too far to stop now._ He replied, as he made Gwen's lips curve up in a sadistic smile.

Gwen huffed. She wasn't going to give up so easily. It was her body, and as far as she knew, she still was in control of her own mind. If he didn't control her mind, then she was still able to fight.

Not too far from Gwen and Kleon, a few streets behind, actually, XLR8 sped through the city, looking for any visible signs of the familiar red-head he was looking for. She had to be somewhere, and even if he had to look under every rock and around every corner, she wasn't going to escape from him. The Rustbucket followed him not too far behind.

Gwen smirked, as she turned around, perceiving a large amount of alien energy. Her now violet eyes roamed the area. He was near. Well, at least Kleon wouldn't have to look for him anymore.

_The Omnitrix. It's near. _Kleon whispered in Gwen's mind, and she froze.

_Oh no... That idiot! He is walking right into the trap! _Gwen thought frantically. Why wouldn't he just give up and leave her alone? But then she realized how cowardly of her it was to think he would ever give up. Of course he would not stop until he found her, even if it meant losing himself in the process.

She was confused. Scared. And she didn't even know what to do anymore…

She needed him. She needed Ben.

She was tired of running away.

She had to fight. And she would.

Kleon made Gwen jump up to the roof of a nearby building, as they looked down, waiting for Ben to appear. They didn't had to wait much, for they inmediately spotted XLR8 rounding a corner at top speed, running towards them. He stopped and looked around, most likely looking for Gwen, and she felt her heart ache.

He looked so determined. She knew he wasn't going to give up, and that gave her some hope.

"Now, let's test the Omnitrix, shall we? How long will he last against an army of Energy beings?" Gwen whispered smirking. Kleon was going to let the violet aliens do the dirty job, so he would only have to step down and land the final blow.

She felt rage building inside her, and Kleon smirked even more.

_It will be only a little test. _He whispered to her, almost reassuringly.

Gwen felt the urge to punch him. But she couldn't.

She would have to trust Ben on this one. Until she figured out a way of kicking Kleon out of her body, Ben would have to fight alone. It was the only way.

They both stared down at the scene below them, as dozens of violet aliens surrounded XLR8. People avidly fled the street, anticipating the battle that was going to take place.

Gwen stared in horror, while Kleon just smirked in satisfaction. There was no way the kid would get rid of all the creatures before the watch timed out, and when that happened, he would take the chance and get rid of him.

_Think Gwen. You're the smart one… Think, think! _She concentrated hard, trying to find a connection with Kleon's conscience. If she was able to tap into his mind, then she was sure she would be able to expulse him from her body.

If only she knew how…

"Oh, crap. Absolutely perfect." XLR8 sighed in irritation, preparing himself for the imminent battle. They wouldn't just leave him alone, right? He was going to destroy them all. Make them pay for wasting his time while he could be looking for Gwen.

He had to admit his dark thoughts surprised him a little. But he didn't care. He wanted Gwen back, and they were in his way.

"Now. I'll ask nicely. Get out of my way, before I destroy you all." The aliens growled, and took some steps forward.

"Of course. You just have to make it more difficult than it already is, right?" He said, his voice dripping with venom. He charged forward, knocking some of them back, all the while slashing at them with his scissor-like claws. He was fighting vigorously, not caring about getting hurt. He just wanted to destroy them.

Gwen had never seen him so violent before. She was getting worried. That was not the Ben she knew.

_I have to do something before this gets even worse. _She thought to herself as she concentrated hard. Then, something clicked, and she felt a weird sensation run through her body. She was beginning to have some control over her body again. Kleon growled, and Gwen's eyes began to shift from violet to green, and vice versa.

_You're way more foolish than I thought. But I'm too strong, and you're too weak. _He whispered in irritation. The girl was beginning to get annoying.

_I won't give up! _She continued to fight internally against Kleon, in a battle of wills, too see who would remain in control at the end. It was exhausting, and Kleon was a strong opponent, but she was doing it for Ben. For him.

Gwen fell to one knee, slightly panting. It was too much for her lithe body, having two consciences fighting for dominance internally. Her face was twisted in what seemed pain, and her eyes were changing colors continuously.

Yet, her eyes were still focused on the battle below her.

For the time being, Ben seemed to have the upper hand as he continued to slash at the aliens with his claws, using his speed to knock them down. He was too fast for them, luckily, but as time passed it was obvious that he was getting tired. He managed to take down at least ten of them, but there were still about a dozen more left.

And then, in a flash of red, there stood Ben, panting. The Omnitrix had timed out. Gwen was distracted momentarily by this, and Kleon managed to take control again.

Gwen's eyes turned violet again, and she smirked.

Ben rolled out of the way as two aliens charged at him. But he was surrounded, and they slowly inched closer to him, as if cornering their prey.

_Damn it. I'm done for. _He thought frantically as he kept his eyes on the creatures surrounding him. He had to think fast.

And then, one pounced on him, followed by the others. He only had time to gasp in shock.

Gwen's eyes widened, and they turned back to their usual emerald green.

"Noo! Ben!" She screamed in distress as she jumped down from the building. She had regained control over her body for a moment, and Kleon was surprised by the force she used to overpower him. It was pure fear and adrenaline.

She landed, and in a flash of violet, the aliens were sent flying away from Ben, who sat on the floor panting, staring at her in shock. They had almost ripped him to pieces.

"Gwen?" He whispered, not really believing his eyes.

Gwen took a few steps back, her hand resting on the side of her head, as her eyes shifted from green, to violet.

"No…" She whispered as he stood up and ran towards her.

"No… Get away from me! I hate you! Just go away!" She said as she closed her eyes, trying to get away from him, but her body wouldn't move. Kleon still had some control over her.

_I won't let you ruin this. This is my chance! _Kleon whispered in anger, and she felt an inmense force overpower her mind. She screamed in agony as she hovered a few feet above the ground, her body floating in the air as she clutched her head. She couldn't give up!

Ben didn't stop running. He had to admit her words had hurt, a lot, as if someone had crushed his heart. But he was going to get her back, even if she hated him, he wouldn't care. He wanted her back. He wanted Gwen back.

"I won't let you go this time, Gwen. I won't. I don't care if you hate me." He said, but gasped as he was sent flying back by an inmense power. He stared back at Gwen, and saw how she desperately grabbed her head in pain. She was now hovering a few feet above the ground, surrounded by a shield of violet energy.

He stood up, panting, and charged at her again.

"I know you're there, Gwen! Keep on fighting!" He screamed, standing a few meters before her. He knew she was there, and he knew she was being controlled by something. But it was her battle now, and he could do nothing, but try and let her know that he was there.

Her eyes opened, and Gwen stared down at Ben, who looked up at her with determination in his eyes.

"Huh? Ben?" He heard her say, but it sounded as if two people were talking at the same time. A male and a female. He could recognize her voice, but not the male counterpart.

Just then, her expression changed to one of anger.

"Ben Tennyson… Give me the Omnitrix willingly, or else your cousin will suffer the consequences." Now, it was the male voice that spoke.

Ben glared up at the voice.

"Leave her alone, damn it! If you want the Omnitrix, then come get it yourself! She has nothing to do with this!" He yelled back in anger.

"No! Ben, don't do it!" This time it was Gwen's voice, and her eyes flashed emerald again.

He saw her pleading expression, and couldn't help but growl in anger. Whoever it was that was making her suffer, was going to pay.

"I know you can do it, Gwen! I know you can! Common!" He encouraged her. It was like the time he had been possesed by Eon. Gwen had helped him snap out of it.

His eyes widened as a violet ball of energy shot from her hand, and he jumped out of the way, dodging it on time.

"Nonsense!" The male voice barked, glaring down at the boy. Her eyes had turned violet again.

"This isn't you, Gwen! I know you can fight him. Just like I did..." He said as he stood up, still looking up at her. He slowly made his way towards her, pushing his body against the violet energy that kept him separated from her.

"You're Gwen Tennyson. You're strong. You can't give up. And most important of all, you can't leave me!" He said in desperation, and it made something click in Gwen's mind.

Oh, she wouldn't leave him. Not now.

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A/N: Oh, pretty intense! I have half of chapter 8 done, so I won't take too long. And for those of you who are wondering, Kleon is an Anodite. Yeah, but he is evil. D:


	8. My Only One

Disclaimer: I do not own Ben 10. D:

Here we go! Chapter 8! Do I smell a confession here? Hmmm... Enjoy!  
Man, Only One by Yellowcard was the song that inspired me to write this chapter. It described them so perfectly... For added effect, listen to this song while reading the dramatic scenes. xD

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_Broken this fragile thing now,  
And I can't, I can't pick up the pieces...  
And I've thrown my words all around,  
But I can't, I can't give you a reason._

_I feel so broken up (so broken up)  
And I give up (I give up)  
I just want to tell you so you know..._

_Here I go, scream my lungs out and try to get to you  
You are my only one..!  
I let go, but there's just no one that gets me like you  
You are my only, my only one!_

_Made my mistakes, let you down  
And I can't, I can't hold on for too long  
Ran my whole life in the ground  
And I can't, I can't get up when you're gone_

_And something's breaking up (breaking up)  
I feel like giving up (like giving up)  
I won't walk out until you know_

_Here I go, scream my lungs out and try to get to you  
You are my only one  
I let go, but there's just no one that gets me like you  
You are my only my only one_

_Here I go so dishonestly  
Leave a note for you my only one  
And I know you can see right through me  
So let me go and you will find someone_

_Here I go, scream my lungs out and try to get to you  
You are my only one  
I let go, but there's just no one, no one like you  
You are my only, my only one  
My only one  
My only one  
My only one  
You are my only, my only one..._

- Only One, Yellowcard.

_Ben! I won't leave you! I won't give up!_ She screamed in her mind, and continued to fight Kleon. He wasn't going to win. Not while she could do something!

"You're the most important person in the world to me. I don't care if you hate me, just come back! You are the only one that understands me... I know you can win, don't let him control you!" Ben yelled as he continued to push himself against the violet energy, slowly making his way inside the shield to get to her.

Ben grunted in pain as the heat of the energy began to burn his skin, but he didn't stop. He needed to reach her.

"Fight, damn it! I want you back, you dweeb!" He said as tears of frustration and pain ran down his cheeks, but he paid no mind to them. With difficulty, he pushed his body against the violet energy that wouldn't let him get close to his cousin.

"All the time I've spent with you, made me realize just how important you are to me. I'm sorry I was such an idiot, and couldn't help you when you needed me the most. I'm sorry I wasn't strong enough." He continued to talk, and even though he was in deep pain, he managed to crack a sour smile. He wanted to show her he was okay, and that he needed her to continue fighting. His yellow-green eyes were bright with unshed tears, and Gwen stared down at him, a few tears of her own running down her cheeks.

_Don't give in!_ Kleon screamed in her mind, but she shook her head violently. He was too strong, but Ben was giving her new hope. She couldn't believe what he was saying, but his words gave her the strength she needed to fight the evil force inside her.

"Even though I never wanted to admit this, you are indeed an important part of my life. Without you, I would be lost..." He said, this time he had a sincere smile on his face. He had managed to get through the energy shield, and he limped towards her floating form.

Kleon tried to fire a ball of energy at him, to blast him away, but Gwen wasn't giving up. She was regaining control over her body.

"…And I love you, Gwen Tennyson, because you've always been there for me. You're my strength, my confidence… _My only one._" He whispered the last part, almost to himself, as he finally reached her. He recalled the same exact words she had said to him that time, when he almost had killed her. He didn't even know why he had said such things… Just that it felt right, somehow.

His clothes were heavily damaged, and he was in deep pain, but he didn't stop walking until he was right in front of her. He raised a shaky arm to her, and grabbed her hand with difficulty.

It was all it took for her to snap out of it.

With a scream, her eyes glowed and a bright, white light surrounded them for a moment. As they were surrounded by the white light, she smiled down at him and closed her eyes, falling down.

He caught her in his arms before she hit the ground. He smiled, as she looked up at him with tired eyes. Oh, how he loved her emerald eyes. They meant she was back. The Gwen he knew was back.

And to herself, Gwen wondered if all the things he had said… Were they true? His eyes were sincere, and she smiled. Who knew Ben Tennyson could be capable of saying such things?

Gwen was free. Finally free… But she knew Kleon wouldn't be defeated so easily...

As in cue, a ghostly voice behind them yelled in anger.

"This is not over, Gwendolyn Tennyson! I will get the Omnitrix!" They both turned around, and spotted a radiant being of violet energy, its ethereal form floating above the ground. It was none other than Kleon himself.

Ben helped Gwen up, and they both faced the new threat.

Ben looked down at the Omnitrix. It was charged, and ready to go.

He glanced at Gwen, and smirked. Gwen smirked back, and they both faced Kleon in his true form.

"Going hero!" Ben said as he slammed his fist down on the Omnitrix. His body was enveloped by a green flash, and then there stood Heatblast.

"Oh, we will kick your ass. Hard." Heatblast said with a smirk, as Gwen chuckled. She was tired, exhausted, but she still could help Ben fight off Kleon. She couldn't let him fight alone now, could she?

Now that she was with him, he felt like he could defeat anyone. He felt fearless, unbeatable. She gave him new strength, new hope, and he was very glad she was back with him.

"Thank you." He heard her say and he turned to look at her. She was smiling, the same bright smile he had seen in his dream. Only that now, it made his heart beat faster. Oh, now he was getting all distracted. Back at the task at hand, Ben. Concentrate.

"Uh… Yeah, no problem. Don't go all mushy on me now, w-we have someone to beat up…" He said nervously. For some reason he was feeling all embarrassed, but he couldn't deny the fact he wanted to dance with joy. Ah, what a mess.

Gwen chuckled. It was a wonder how he had made her forget all the crap she had been through so easily. He made her feel secure, and now that she was with him, she felt like she could take on anyone.

"Don't think you have won. This is only the beginning." Kleon said, interrupting the small exchange. They both stopped staring at each other, and looked back at him. Oh, yeah. They _had_ someone to beat up.

They knew it wouldn't be easy, but at least they had each other, right?

Kleon summoned more of the violet aliens, and sent them after Ben, who was inmediately surrounded by them and led away from Gwen.

So there she stood, her fists surrounded by the blue energy she was ever so familiar with, in a fighting stance, and ready for anything. Ah, it felt good to be herself again.

No more weird voices, sleepless nights, or stupid fights. Now they just needed to get rid of him and everything would go back to normal. If only it was as easy as it sounded…

"You have already lost, Kleon. You won't get the Omnitrix, not even if you get rid of us." She said confidently, as she charged at him. Her body was screaming in agony, every muscle was sore and hurt as hell, but she wasn't going to go down so easily.

Just then, Kleon shot a tendril of violet energy towards her. She blocked it with her own blue energy, but the impact pushed her some steps back. Gwen gritted her teeth and summoned more energy, managing to dissipate the tendril. She smirked and charged at him again, but he flew out of the way just as she was about to blast him.

Now Kleon hovered in the air, above her head. She looked up and her eyes widened, two balls of violet energy were going straight at her at top speed.

"Uh Oh." She said as she closed her eyes and put her arms in front of her face, waiting for the impact, but it never came. She blinked her eyes open, and spotted Heatblast running at her. He had countered the balls of energy with his fire.

"Hey! Don't space out like that, dweeb!" Heatblast said as he stood beside her. Gwen glared at him. Ah, he was the same doofus as always.

"Shut up, doofus. If you don't mind, I have to take care of someone." She stuck her tongue out at him and jumped up, now floating in the air at the same level as Kleon.

Heatblast sighed, and turned around as some of the violet aliens got up and charged at him again. How come she gets all the fun while I'm stuck with these? Oh, well… He huffed as he began to blast the aliens away with his fire.

Kleon wasted no time and began shooting balls of energy at Gwen, who dodged them all with some difficulty. She countered his attacks with some of her own, but they seemed to dissipate as they came in contact with his ethereal body.

_What the-?_ He shot some tendrils of energy at her, and they grabbed her ankles and arms, bringing her closer to him.

"You're making a deadly mistake, Gwendolyn. You're still not strong enough to defeat me." He said as Gwen struggled against the tendrils around her body. Heatblast saw this and made his way behind Kleon, so he jumped high and shot a large fireball at Kleon's back. It was enough to distract him, and for Gwen to make her move.

"Maybe. But I'm not alone, remember?" Gwen smirked and then her eyes glowed. She summoned enough energy in her hands and then blasted Kleon away. Now that she was free, she charged up at him again and shot several balls of energy at the fallen alien.

Both Heatblast and Gwen stared, waiting for the smoke to dissapear and reveal the fallen figure of Kleon, but when it did, he was gone. Heatblast cursed and turned around just in time, as a tendril grabbed him by the throat and held him up in the air. Gwen inmediately turned around and spotted Kleon a few meters behind them.

Just then, the Omnitrix timed out, and instead of Heatblast, it was Ben who was being choked. He kicked and punched, in an attempt of breaking free from the deadly choke hold, but it was futile.

"Ben!" Gwen said as she charged up at Kleon, ready to blast him away, but was surprised when he shot a large ball of energy at her. She didn't have time to dodge it, and was sent flying against the wall of a nearby building. She had hit her head hard, but refused to fall unconscious.

"No… Not Ben…" She muttered as a trail of blood ran down the side of her head. She stood up with difficulty, watching in distress as Kleon wrapped another tendril around Ben's wrist. She wobbled on her feet, and grabbed her side. Ow, she had to have broken a rib or something. Flinching, she limped towards them, refusing to give up.

"Now, I shall take the Omnitrix." Kleon announced as he began to tug at Ben's wrist with the energy tendril. Ben screamed in pain. The bastard was going to tore off his wrist along with the Omnitrix.

Ben struggled, the absence of oxygen in his lungs not helping at all. He felt faint, and he blinked, as unconsciousness slowly began to gnaw at his mind.

_No… I can't… I can't… Let… him… win…_ His eyes began to close, the excruciating pain in his wrist slowly dissapearing as the world faded to black.

"No! Ben!" Gwen screamed desperately as she tried to reach them, but she was too hurt to move faster. _No… Not him! Please! Someone!_ She screamed in her mind.

As in cue, Kleon's body shook violently as he was shot with a familiar weapon from behind. The shock was enough for him to let go the barely conscious Ben and retreat a few meters back.

"Don't you dare hurt my grandson, Kleon."

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A/N: Grandpa Max to the rescue! You don't mess with his Grandchildren, bitch.  
Heh. I love cliffhangers, don't you? *Evil grin*


	9. I'm There For You

Disclaimer: I don't Own Ben 10.

Chapter 9. Finally, some lovely fluff. Enjoy. :)

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_I'm There __For You…_

"Don't you dare hurt my grandson, Kleon." A familiar voice said as Gwen snapped her head around, spotting Grandpa in his Plumber's outift. She smiled in relief, and limped towards Ben's fallen form. _Thanks God…_

She kneeled besides him and shook him. "Hey, Ben… Wake up, dweeb." She said in a hoarse voice. She flinched as she forced her body futher with each movement of her arm. Ben grunted, and took a deep breath, opening his eyes. He sat up and grabbed his head. "Oww… That son of a-" He blinked up at Gwen. "Hey! Are you okay?!" He asked concerned, looking at the trail of blood on the side of her head and her pained expression.

"Yeah… I'm fine… But we have to help Grandpa." She nodded her head in his direction, watching as he fought Kleon with his alien technology. Ben glanced at them and then nodded. He stood up, and offered her a hand, which she gladly took. He helped her up and both turned to the fight in front of them.

"Long time no see, Max Tennyson. I see you still continue with your Plumber's duties." Kleon said as he dodged the blast from Grandpa's weapon. "Not really. I retired long ago…" Max went on conversationally, and he glanced back at his grandchildren. He winked at Ben and nodded towards Kleon.

Ben got it. Grandpa needed a distraction. "Hey, Grandpa needs a distraction. I'll go and be the bait, and you better be prepared to blast him away." Gwen nodded, and Ben avidly ran into the fight.

"Hey, freak! Don't you want this?" Ben said as he stood behind Kleon and waved his wrist with the Omnitrix in the air in a mocking fashion. The kid could be so reckless sometimes… Ben smirked as Kleon turned around, and advanced towards him.

"Oh, but it _will_ be mine." Kleon said as he shot another tendril towards Ben, this time grabbing him around the waist and holding him up. He then sent another tendril and grabbed his wrist. _Here we go again…_

Max took the opportunity and inmediately took out something from his Plumber's belt. It was the Null Void Projector. Heh, the thing could come in handy sometimes. Pointing it at Kleon's back, he activated it. There appeared a large interdimensional hole and it slowly began to suck Kleon's ethereal form into it.

"What the-? Damn you all!" Kleon yelled as he tried to get away from the hole, finding it futile. "But I will take you with me!" He laughed as the force pulling him into the hole made his tendrils swing Ben around wildly.

"Uh… Gwen, you'd like to do something before I puke all over the place!" Ben said, and Gwen nodded. She was panting, but she summoned energy into her hands and fired it at Kleon, effectively blasting him faster into the hole and dissipating the tendrils that held Ben in the air. Ben fell down on his butt and flinched as the hole closed, and they saw the last of Kleon.

"Oww!" He said as he stood up and massaged his sore behind. He then stared at Gwen and Grandpa, who walked over to him, the latter with difficulty.

"Heh, we did it!" Ben grinned, and put an arm around Gwen. She flinched and glared at him, and Grandpa chuckled.

"Careful, Ben. Gwen is hurt. We need to take her to the hospital." Grandpa said as Ben let Gwen go.

"Well, yeah. We defeated the alien, yadda, yadda. Now, I'm going to pass out. Later." She said as she fell forward, her eyes closed, but Ben caught her just in time. She had been barely conscious since Kleon had slammed her against the wall, but now her body had given up. Her head hurt like hell and she was sore all over.

Max sighed, but smiled as Ben carefully carried Gwen to the Rustbucket. He was handling her with so much care, not what one would expect from someone like him. It was as if he feared she would break down like a porcelain doll if he let her fall.

Oh well, maybe Ben did realize how much his cousin meant to him. Max was glad he did.

Max got in after Ben, and walked over to his seat. He sat down and started up the engine, driving to the nearest hospital.

Meanwhile, Ben carried his cousin to her bunk, and carefully lay her down. He remembered her pillow, and how he had cried himself to sleep into it, and blushed. What would she think if she ever knew he had cried so hard for her? Shaking his head, he erased those thoughts and put some covers over her body.

Then, he took a seat at the end of her bed and let himself fall back, careful not to bother Gwen. He sighed, too tired to climb up to his bunk, as he rolled to his side, facing Gwen. Only this time would Ben Tennyson share a bed with his cousin. Yeah, because he was too tired and didn't really care… But the truth was that he wanted to have her near him, to know that she was alive and well, and that she was back.

The nightmare was over, and the sight of her peaceful and sleeping face reminded him of that. He smiled to himself as he closed his eyes, and let sleep numb his senses. He didn't really notice how his fingers were curled around hers, barely touching. Oh well, he wasn't registering what was happening around him anymore.

The next morning Gwen woke up in a white room in the hospital. She blinked groggily and yawned. Looking around the room, she was startled to find Ben's face dangerously close to hers as she turned to the side. He was grinning broadly.

"Oh, you're up! 'Bout time! You snore like a choking dog." He smirked, falling back into his seat. Gwen sighed and shook her head. She then noticed the bandages around his neck and arm and band-aids on his forehead and cheek. She chuckled. He looked like he had positively gotten his ass kicked.

Not that she looked any better with her bandaged head and middle-section. Luckily she hadn't broken anything.

"Oh yeah, At least I don't drool all over the place. Sometimes I wonder how you've never drown in that stuff. Seriously." She stuck her tongue out at him, and then smirked.

She was surprised to find him still grinning like a fool. Usually he would have pouted or insulted her back… Or something.

Instead, he smiled and stared back at her.

"I'm glad you're back." He said out of nowhere, as he stood up and hugged her. She blinked and returned the hug, smiling herself.

He let go and sat back, as she got more comfortable on her bed.

Both looked away as an uncomfortable silence filled the room.

Gwen broke it first. "You know… I was wondering something." She started, looking over at Ben.

Ben seemed to choke on air, and he coughed nervously. _Is it about all the things I said back then? Oh no… What do I do? She won't let me live it down… Oh crap. _

She suddenly looked down at her hands, and he wondered for a second what was wrong.

"Do you really care that much about me? I mean, to go through all that just for me… I thought you didn't even like me." She asked sincerely, looking up at him.

Ben gulped, and looked down at his lap. "Of course, you dweeb! I mean, you're the only one that can put up with m-me! If I lost you, what would I do? There wouldn't be anyone else to annoy." He said nervously, not looking at her. There was a small blush on his cheeks, but he ignored it.

But of course, Gwen noticed it. She smiled. It was his own way of saying he really cared for her, and of course, after all those things he had said, she didn't need him to prove anything.

"Aww, I love you too, doofus." She patted his head and smirked, watching as he blushed even deeper. "Uh… Right… Ummm, Hey, look, it's Grandpa! I shall leave you two alone, then." He stuttered and stood up hastily, almost running past Grandpa. Grandpa stared down at him for a second as he followed his retreating form walking out of the room.

"What happened to Ben?" He asked Gwen, as he came and sat beside her bed.

"Dunno." She shrugged, but she was still smirking.

"Hmmm. Maybe he's going to catch some more sleep in the Rustbucket. Afterall, he spent all night here with you." Grandpa smiled. It was Gwen's turn to blush.

"He _WHAT?_" She said still blushing. He had spent all night there with her, and she didn't even notice? She had begun to wonder why was he the first thing she spotted in the morning beside her bed.

"Yeah. He said he wanted to make sure you were okay, or something like that." Grandpa shrugged. It didn't seem like a big deal to him. Ben was finally showing he cared for her.

"Right…" Gwen took a deep breath and calmed down. She then smiled to herself.

"So, are you feeling better?" Grandpa asked after a moment.

"Yeah, when do I get out?" She asked. Grandpa smiled.

"They say tomorrow, since the injury in your head is not really deep, it should be healed in a few days." Gwen sighed in relief. At least she didn't have to spend more time in the hospital. She wasn't too fond of them.

"Well, I have to buy some things. So I'll leave you now. Rest some more, okay?" Grandpa smiled and patted her shoulder.

"Okay. Will do." Gwen grinned and waved at him as he walked out of the room, closing the door behind himself.

She rested her head back on the pillow and sighed. Had Ben really spent all night there, watching over her? Another blush crept up her cheeks, although she didn't know why, but the idea of him being so nice to her felt weird… And kind of good.

Oh, well, maybe the brat had matured some.

With a smile, she closed her eyes and fell asleep, dreaming of a certain mischievous boy with yellow-green eyes and the most amazing watch.

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A/N: Aww, isn't that just cute? Ben is probably hyperventilating somewhere else_. Gwen said she loved me! OMGOSH What do I do?!_ Pfft. Hahaha. Not really, but still. xD Chapter 10 is the last chapter. :)

So... What do you think? R&R!


	10. Thank You

_Disclaimer:_ I don't own Ben 10.

Sorry for not updating sooner, but I had a busy weekend. ^^;;  
Now, I present you... THE FINAL CHAPTER OF THE STORY: OF SORROW AND MISTAKEN LIES!  
*Dramatic music*  
Enjoy! :)

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Thank You…_

"Finally. I was beginning to feel claustrophobic in there." Gwen sighed happily as she made her way out of the hospital. She felt much better and revitalized now that she was healed. Her head didn't hurt anymore, and she was feeling good.

The sun was high in the sky when they exited the hospital, walking over to the Rustbucket. It was about noon. Gwen softly hummed to herself, lost in her own little world, ignoring the grumpy Ben and smiling Grandpa that were walking behind her.

"She sure looks better. I'm glad everything turned out good." Grandpa said chuckling, as he watched Gwen's back.

"Yeah… But now she's too happy. It's annoying." Ben pouted and crossed his arms over his chest. Of course, he was really glad she was back to her normal self, and neither did he want her to go through all that crap again, but still, he had a strange feeling in his chest that wouldn't stop bothering him everytime he looked at her smiling face.

It made him grumpy for some reason, because he couldn't understand what it was. And it frustrated him.

Grandpa sighed and shook his head. "Oh Ben, don't be so selfish. You should be really glad she's smiling again." Grandpa lectured him.

Ben rolled his eyes. "Fine, fine. Sorry. I'm really glad she's happy again. I really am." He said, this time with sincerity. Grandpa smiled in triumph and nodded his head in approval.

"Very well. You should be. Just look at her, it seems she's bursting with energy." Grandpa smiled, staring as his granddaughter hummed to herself smiling.

Ben stared at Gwen, and his eyes softened. It was true. He couldn't be so selfish, not while she was so happy. He sighed, still staring at her in a trance, until Grandpa cleared his throat and chuckled.

Ben snapped out of it and his grumpy expression returned to his face. There it was again, the strange feeling in his chest that made him feel all weird and mushy inside everytime he looked at her.

Shaking his head fiercely, he decided to ignore those weird thoughts.

He walked ahead of Grandpa, catching up with Gwen. "Hey, dweeb! The first one to get to the Rustbucket gets a double portion of ice cream!" It was a reasonable catch, after all, they were running out of ice cream.

"Well, get my plate ready. I'm not going to lose, doofus!" Gwen exclaimed back, grinning. Ben smirked and both started to run towards the RV.

Grandpa smiled, glad they were back to normal. He looked up at the blue sky with a thoughful expression. He just hoped they wouldn't have to go through anything like that again.

"Grandpa! Are you coming or what?" Both cousins exclaimed in unison, waving at the older male. They were already in the Rustbucket.

Grandpa blinked, and then smiled. "I'm coming. I'm not as fast as you, kids." He chuckled and walked over to them, getting into the RV and closing the door behind himself.

Gwen and Ben walked over to the table, and sat down, opposite to each other. They both stared intently at each other, with narrowed eyes.

"It's obvious I won. You're too slow." Gwen said smugly as she crossed her arms over her chest. Ben rolled his eyes and smirked.

"Yeah, right. As if you could run fast being so fat." He smirked smugly at her annoyed expression.

"Pfft. At least I'm not short, you dwarf." Ben growled as she stuck her tongue out at him.

"Dweeb!" He stood up.

"Doofus!" She stood up.

Just before they jumped at each other, Grandpa sighed heavily.

"Kids, settle down…" He said in a warning tone. He had started the engine, and was driving out into the main road.

"Sorry Grandpa." The both said in unison and sat down.

"Stop it." Their voices growled together.

"Idiot." Both smirked at the same time.

"I'm a big, fat old hag." Ben said smugly.

"You're a big, fat, old hag." Gwen smirked, and Ben gaped at her.

Ben pouted and looked out of the window. She had gotten him good.

He crossed his arms over his chest and glared at his reflection, while Gwen just smiled to herself. He was such a dweeb.

After some moments of silence, Gwen got bored.

"Are you mad?" She asked Ben in a mocking tone.

"Why I should I?" He countered back, rolling his eyes.

"Aww, is little Bennie mad?" She said in a sing-song voice, looking at him with her her best puppy dog eyes.

Ben looked at her and his eyes widened, as a small blush crept up to his cheeks. "Shut u-up" He glared at her and looked away. He couldn't believe how cute she looked right there.

"Pshh. You grumpy old man." She rolled her eyes, but then something clicked in her mind. "I know how to fix that." She smirked and reached up over the table, grabbing him by the shoulders and giving him a big, wet kiss on his cheek.

His eyes widened and he blushed hard, his mouth slightly open. A few seconds passed as he registered the current situation in his mind. Gwen had kissed him. The weird feeling in his stomach was back, and he gasped.

"What the heck?! You weirdo! Eww!" He stuttered out, furiously wiping his cheek. Gwen leaned back into his seat and smirked smugly.

"You're so predictable." She shook her head as he looked back at her.

Ben, having a rather large ego, couldn't leave it at that. So he smirked, and decided to play along. Two could play this game.

"Ah, Gwen. That was rather nice. I think I should return the favor." And so, he leaned over the table and grabbed her head. He slowly leaned his head down, his eyes not leaving hers. Gwen blushed, what was he going to do?! And then, he stopped, as their lips brushed together, and he smirked.

_...Wait. What the hell did I just do?! _He screamed in his mind as he realized how close they were. His joke had backfired on him.

Their eyes widened as they both blushed profusely, not knowing what to do. Then, they both screamed in unison and Ben threw himself back on his seat, panting, his eyes wanted to bulge out of his head.

They stared at each other for a long time, not knowing what to say or what to do. Luckily Grandpa hadn't seen anything, too busy driving, or it would have been too awkward.

"That was so weird… And gross!" Gwen cleared her throat, trying to calm down her furiously beating heart. She was still blushing, though.

Ben shook his head. "I think I'm going to puke." He made gag noises as he grabbed his throat.

But then, the Rustbucket halted abruptly, and both cousins were sent flying out of their seats.

"Oww!" Ben groaned as he sat up on the floor, grabbing his head. Gwen did the same and sat up, and then both looked towards Grandpa.

"Kids, we have some company."

They both stood up inmediately and ran to the front of the RV, staring in horror as they spotted a violet alien in the middle of the road, blocking their path. This time, it was much bigger, the size of a bear, almost.

It seemed they didn't get rid of all of those creatures.

Gwen gasped and Ben cursed, inmediately slamming his fist down on the Omnitrix and turning into Diamonhead. He ran out of the Rustbucket, Gwen right behind him, and both faced the strange creature. It growled loudly, and slowly advanced towards them.

"I've got this, Gwen. Get into the Rustbucket with Grandpa." He couldn't let anything happen to her. He didn't want to. Not again, he was going to make sure she stayed safe.

"What the heck are you talking about, we're in this together!" She said as she glared up at him. How dare he order her around? She was more than capable of taking care of herself.

Ben sighed heavily, becoming irritated. "Just do it!" He said as he charged towards the creature, not giving her a second glance. Gwen gritted her teeth in frustration. She was not a baby, and she sure as heck was not going to let him fight alone.

As Diamonhead fought fiercely with the creature, Gwen stayed back and closed her eyes, concentrating hard. She was going to show him she could take care of herself.

Her frame was slowly consumed by a blue energy that danced around her in circles, as she floated above the ground. Her lips parted and she softly whispered a spell. Her eyes snapped open and then glowed.

Diamonhead and the creature turned around as they felt the massive amount of energy behind them, only to find Gwen floating, and surrounded by blue light.

The creature snarled and ran past Diamonhead, running directly at Gwen. Its massive jaws were open and its large rows of sharp teeth were visible too.

"Gwen!" Ben yelled as he ran after the creature. He was not going to let her get hurt… But Gwen had other plans.

_Just a bit closer… I have a big surprise for you. _Gwen smirked, watching as the creature charged at her.

_Why isn't she doing anything to dodge it?! _Ben thought frantically as he ran faster, trying to catch up to the creature, but was surprised when it stopped in its tracks suddenly.

Gwen smirked, the creature a few feet in front of her, paralyzed. She then raised her arm, her palm engulfed by blue energy and shoot a large ball of energy at it, striking it right in the face.

The creature snarled in pain as its body convulsed, and was sent flying back against Diamondhead.

"All yours, Ben!" Gwen smirked and Diamondhead nodded, running towards the creature and slicing it in half, with his sharp arm. The remains of the creature turned into a slimy substance that dissapeared into the ground.

The watch timed out and Diamonhead turned back into Ben, who ran towards Gwen with a frown.

Gwen went back to the ground, back to her normal self, and blinked.

"Don't ever do that again, Gwen! You almost gave me a heart attack!" Ben said as he stood in front of her and glared at her. Seriously, when he didn't saw her move he thought the creature was going to rip her apart.

"Oh please. Do you honestly think I'm that helpless? You're not the only hero here, Benjamin." She growled and turned her back on him. It infuriated her. How dare he think she was helpless and weak?

Ben glared at her back. "I never said that! It's just that… It's just that I don't want to see you get hurt again! Don't you get it?" He sighed heavily and walked past her into the RV, glaring down at the floor. Gwen blinked and opened her mouth to call his name, but decided against it.

She felt a bit guilty, but still… She wanted to help too, it was not fair he always had to fight alone, she wanted to help him… To show him she was there for him… Always.

Walking into the RV, she closed the door behind her and Grandpa started the engine, deciding to keep quiet. He had seen the small exchange between them, but they had to solve it on their own.

She walked over to the table and found Ben slumped against his seat, the frown still on his face. She sat down on the opposite seat and stared down at her hands. After some moments of silence, she decided to speak up.

"Listen… I'm sorry, okay? But… I just wanted to show you I can take care of myself too. I'm not weak anymore, and I don't want to hold you or Grandpa down." She sighed, as he quietly listened to her. "I mean, we make a good team… And I don't want you to worry so much about me." Her head was low, and she didn't face him.

Ben sighed, and his eyes softened. "I know that, Gwen. But it's just that… I wouldn't forgive myself if something ever happened to you… Again. I'm sorry, too. Forgive me?" Gwen looked up at him, surprised to hear those words coming from him. He sounded so caring… So mature… It was hard to believe it was really Ben. And the way his eyes stared at her, she felt her stomach flutter.

Gwen nodded, and offered up her hand to him with a smile. "Friends again?" She said innocently.

Ben shook her hand, enjoying the warmth of her skin. "Forever." He replied with a grin.

"But promise me you'll let me help you, okay?" She pouted. Ben rolled his eyes playfully, and then smiled. "Fine, fine. But I'll have to save your butt anyway. Who's gonna be your hero, then?" He smirked, and Gwen stuck her tongue out at him.

"We'll see. Next time I'll be the one to save you, doofus." She said, smirking. Ben shrugged nonchalanty, as he smiled softly to himself.

"…Thank you." He heard her whisper after some time, and he looked up at her in wonder. A small blush graced her cheeks, and she was looking down at her lap.

Ben smiled. "No problem." And then, a loud noise interrupted them. There was a crash outside, and the RV halted again.

"Just some robbers running away from the police." Grandpa Max said nonchalanty as they heard the familiar siren near. Ben and Gwen ran to the front of the RV, watching as a black car zoomed past the RV, and the familiar police car not too far behind.

"Oh, it seems we'll never get some free time." Gwen murmured as she smirked.

"Yeah." Ben nodded fumbling down with the Omnitrix.

"Things will never be the same after this summer trip, right?" Gwen asked no one in particular, lost in her thoughts.

"Nope. But I wouldn't want it any other way." Ben grinned, and grabbed her hand, dragging her out of the RV. _Because I'm with you. _He thought to himself. He was still confused by the strange, new feelings he was experiencing, but now he didn't mind it one bit. He had realized how much she meant to him, and he promised himself he wouldn't ever leave her behind.

"We'll be right back!" He called after Grandpa, who was a bit surprised by the sudden change in his grandchildren. They weren't bickering, that was new. But he was glad nonetheless. He smiled and nodded, as Ben turned into XLR8 and sped towards the black car. Gwen floated above the ground for a brief moment and then flew after Ben, not too far behind.

Grandpa watched as the two kids sped away from him, feeling a bit nostalgic. They were growing up, and he couldn't help but notice how strong their bond had become.

"There they go, the future of the world." He chuckled to himself. He knew they would be inseparable. And he just wished the best for them.

_Love __really knows no boundaries…_

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A/N: The End! I would like to thank all of you who reviewed and kept me motivated with your good comments. I hope you like this chapter. ^^  
I wanted to keep this fic realistic, because honestly, I can't really picture 10 year old Gwen and Ben saying they love each other and making out. Sorry if the lack of steamy romance bothered you, but I wanted to keep it fluffy and simple. :)  
Well, that's all. But don't worry, I have plenty of ideas for other Bwen fics. This is not the last you'll see of me. xD


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